1ST AMERICAN: Community Development Bank Assumes All Deposits-------------------------------------------------------------1st American State Bank of Minnesota, Hancock, Minnesota, wasclosed February 5 by the Minnesota Department of Commerce, whichappointed the Federal Deposit Insurance Corporation as receiver.To protect the depositors, the FDIC entered into a purchase andassumption agreement with Community Development Bank, FSB, Ogema,Minnesota, to assume all of the deposits of 1st American StateBank of Minnesota.

The two branches of 1st American State Bank of Minnesota willreopen on Monday as branches of Community Development Bank, FSB.Depositors of 1st American State Bank of Minnesota willautomatically become depositors of Community Development Bank,FSB. Deposits will continue to be insured by the FDIC, so there isno need for customers to change their banking relationship toretain their deposit insurance coverage. Customers should continueto use the former 1st American State Bank of Minnesota branchesuntil they receive notice from Community Development Bank, FSBthat it has completed systems changes to allow other CommunityDevelopment Bank, FSB branches to process their accounts as well.

Friday evening and over the weekend, depositors of 1st AmericanState Bank of Minnesota were allowed to access their money bywriting checks or using ATM or debit cards. Checks drawn on thebank will continue to be processed. Loan customers should continueto make their payments as usual.

As of December 31, 2009, 1st American State Bank of Minnesota hadapproximately $18.2 million in total assets and $16.3 million intotal deposits. Community Development Bank, FSB did not pay theFDIC a premium to assume all of the deposits of 1st American StateBank of Minnesota. In addition to assuming all of the deposits,Community Development Bank, FSB agreed to purchase essentially allof the failed bank's assets.

The FDIC and Community Development Bank, FSB entered into a loss-share transaction on $11.7 million of 1st American State Bank ofMinnesota's assets. Community Development Bank, FSB will share inthe losses on the asset pools covered under the loss-shareagreement. The loss-share transaction is projected to maximizereturns on the assets covered by keeping them in the privatesector. The transaction also is expected to minimize disruptionsfor loan customers. For more information on loss share, pleasevisit:http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

The FDIC estimates that the cost to the Deposit Insurance Fund(DIF) will be $3.1 million. Community Development Bank, FSB'sacquisition of all the deposits was the "least costly" resolutionfor the FDIC's DIF compared to all alternatives. 1st AmericanState Bank of Minnesota is the 16th FDIC-insured institution tofail in the nation this year, and the third in Minnesota. Thelast FDIC-insured institution closed in the state was MarshallBank, N.A., Hallock , January 29, 2010.

The Debtor did not file a list of its 20 largest unsecuredcreditors when it filed its petition.

The petition was signed by Bernard J. MacElhenny Jr., managingmember of the Company.

ADVANTA CORP: Gets Permission to Reject Suite Lease Agreements--------------------------------------------------------------Advanta Corp. gained permission from the U.S. Bankruptcy Court forthe District of Delaware to turn in the keys to suites at CitizensBank Park (home of the Philadelphia Phillies major league baseballclub) and Lincoln Financial Field (home of the Philadelphia Eaglesnational football league club).

Eric Morath at Dow Jones Newswires reports that Advanta said thesuite lease agreements were a "financial drain" that "provide nocorresponding benefit or utility." Mr. Morath says Advanta didn'tsay how much the suites cost the company. Mr. Morath notesJournal Register Co. -- which emerged from bankruptcy last year --saved nearly $150,000 per year by dumping its Eagles suite as partof its Chapter 11 reorganization.

About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial servicesindustry and of providing great value to its stakeholders,including its senior retail note holders and shareholders, priorto the recent reversals. It has also been a major civic andcharitable force in the communities in which it is based,particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significantrestrictions on the activities of Advanta Corp.'s Advanta BankCorp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assetsagainst total liabilities of $2,465,936,000 but the figuresincluded those of the banking units.

ADVANTA CORP: Stonehill Capital Ceases to be Owner of 5% of Stock-----------------------------------------------------------------Stonehill Capital Management LLC , et al., has filed with theSecurities and Exchange Commission Amendment No. 3 to its Schedule13G which was initially filed on February 6, 2009.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial servicesindustry and of providing great value to its stakeholders,including its senior retail note holders and shareholders, priorto the recent reversals. It has also been a major civic andcharitable force in the communities in which it is based,particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significantrestrictions on the activities of Advanta Corp.'s Advanta BankCorp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assetsagainst total liabilities of $2,465,936,000 but the figuresincluded those of the banking units.

About the Business: Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants.

The Plan has substantial support from Aleris's creditors, asdemonstrated by an Equity Commitment Agreement executed by certaininvestment funds managed by Oaktree Capital Management, L.P.,affiliates of Apollo Management, L.P. and Sankaty Advisors, LLC,respectively. Pursuant to the Equity Commitment Agreement, theBackstop Parties have committed to backstop a rights offering ofequity and debt of up to approximately $690 million. Suchcreditors hold over 67% of Aleris's U.S. Roll-up Term Loan.Proceeds of the rights offering will be used to provide workingcapital to the Company and to fund payments under the Plan,including repayment of the debtor-in-possession financing, paymentof administrative expenses, and funding of distributions toprepetition creditors.

"The filing of the Plan of Reorganization with this level ofcreditor support represents a major milestone in our ongoingefforts to position Aleris to emerge from chapter 11 withfinancial stability and an operationally sound and competitivefoundation for the long term," said Steven J. Demetriou, AlerisChairman and CEO. "Since our filing last February, we have madesignificant improvements to our operations worldwide, reducingoverhead, manufacturing costs and global headcount, as well asachieving significant productivity and customer serviceimprovements. When Aleris emerges from chapter 11, we will haveeliminated all of our term loan and unsecured debt and will have astrong balance sheet, significantly reduced operating costs andgreater financial flexibility. The strong financial support andequity ownership commitment from the Backstop Parties demonstrateconfidence in Aleris's future."

Demetriou continued, "As the economy recovers, and as ourcustomers' businesses improve, we will be well-positioned toresume a path of growth and continue to build Aleris into a globalaluminum enterprise for the long-term benefit of our customers,suppliers, business partners and employees. We greatly appreciatethe continued support and hard work of our employees around theworld during this restructuring process. Because of theircommitment to the business, we have fully satisfied the needs ofour existing customers without interruption while establishingrelationships with new ones. We would like to thank both currentand new customers, suppliers and other business partners for theircontinued loyalty during this process. While we remain cautiousin the near term due to continued uncertainty in the globaleconomic environment, our restructured balance sheet, enhancedliquidity, operational improvements, and cost control willposition Aleris well for long-term growth."

The Bankruptcy Court has set the hearing to consider approval ofthe Disclosure Statement for March 12, 2010 at 9:30 a.m. EST.Following Bankruptcy Court approval of the Disclosure Statementand related voting solicitation procedures, the Company willsolicit acceptances of the Plan and seek its confirmation by theBankruptcy Court.

Key elements of the Plan of Reorganization, as currently proposedand subject to approval by the Bankruptcy Court, are as follows:

Holders of U.S. Roll-up Term Loans, European Roll-up Loans andEuropean Term Loans will have the option to receive cash, orequity in Aleris and rights to participate in the rights offeringfor equity and notes;

The Backstop Parties have committed to invest up to $690 millionin the reorganized company, subject to customary conditions;

The reorganized company will emerge from chapter 11 as a privatelyheld enterprise majority owned by existing creditors led by theBackstop Parties, which are the largest providers of the Company'sDebtor-in-Possession ("DIP") Term Loan financing;

All administrative expenses, including 503(b)(9) trade claims,will be paid in full;

The Plan establishes a "convenience class" in which holders ofunsecured claims other than debt claims whose claims are allowedat or reduced to $10,000 may recover 25% or 50% of their allowedclaims (depending upon the amount of the 503(b)(9) administrativeexpenses paid);

Other holders of general unsecured claims, including unsecureddebt claims, will be entitled to share in a cash pool of $4million; and

The Company will have a minimum of $233 million of liquiditythrough cash and an anticipated $500 million asset-backedrevolving credit facility upon emergence.

In order to facilitate the global restructuring of all of the debton Aleris's balance sheet, Aleris simultaneously filed a voluntarypetition for relief under chapter 11 as well as a Plan ofReorganization for its German holding company subsidiary, AlerisDeutschland Holding GmbH ("ADH"), in the U.S. Bankruptcy Court inDelaware. ADH and its obligations are included as part of theoverall Aleris Plan of Reorganization described above. ADH is anon-operating holding company and has no employees or operatingassets and conducts no commercial business. Accordingly, ADH'sfiling will have no impact on Aleris operations in Germany orelsewhere in Europe, which continue to operate outside of the U.S.bankruptcy process, without interruption.

As previously announced, on February 12, 2009, AlerisInternational, Inc., and its wholly-owned U.S. subsidiary co-debtors filed petitions for voluntary reorganization under chapter11. This action was taken as a result of financial constraintsrelated to the deteriorating global economic situation, decliningindustrial demand, and a swift drop in aluminum prices. TheCompany's European, Asian, South American, and Mexican operationswere not included in the filing and have continued to operate asusual outside of the chapter 11 process. Imsamet, Inc.,headquartered in Goodyear, AZ, and HT Aluminum Incorporated,headquartered in Hammond, IN, also were not included in thechapter 11 filing.

About Aleris International

Aleris International, Inc., produces and sells aluminum rolled andextruded products. Aleris operates primarily through tworeportable business segments: (i) global rolled and extrudedproducts and (ii) global recycling. Headquartered in Beachwood,Ohio, a suburb of Cleveland, the Company operates over 40production facilities in North America, Europe, South America andAsia, and employs approximately 8,400 employees. Aleris operates27 production facilities in the United States with eightproduction facilities that provided rolled and extruded aluminumproducts and 19 recycling production plants.

The Journal, citing people close to the protracted tug-of-war forAsia's largest carrier, relates that American's bid to keep JALhas gained traction recently at least in part because of growingconcerns a JAL-Delta partnership would trigger antitrust concernsin the U.S.

The Troubled Company Reporter, citing the Wall Street Journal,said on January 13, 2010, that Japanese government officials werepushing JAL to choose Delta as its new alliance partner overAmerican. People familiar with the matter told the Journal atthat time that JAL received official advice that a tie-up withDelta would be more advantageous on the grounds that Delta has amore robust trans-Pacific flight network and a stronger Asiannetwork than American.

The Journal now relates one person close to the deliberations saidJAL's new chairman, Kazuo Inamori, started from scratch indeciding whether Asia's biggest carrier by revenue should allyitself with Fort Worth, Texas-based American or Atlanta-basedDelta in a joint venture on trans-Pacific flights.

Mr. Inamori, who took over as JAL's chairman Feb. 1, has hadconversations with officials in Washington focusing on whether aDelta-JAL tie-up would receive antitrust immunity, the Journal'ssource added.

The Journal relates the Enterprise Turnaround Initiative Corp. ofJapan, the quasi-governmental body that is tasked withrestructuring JAL, is also favoring a broader tie-up withAmerican.

JAL plans to tell Delta as early as this week that it willterminate the tie-up negotiation, while together with American theJapanese airline will apply for anti-trust immunity with the USDepartment of Transportation within this month, the AFP reportsciting the Nikkei business daily.

Masaru Onishi, the new president of JAL, said an official decisionon a partner is slated to be made this week or early next week,the Journal notes.

About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:AMR) operates with its principal subsidiary, American AirlinesInc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jetservice to about 150 destinations throughout North America, theCaribbean, Latin America, including Brazil, Europe and Asia.American is also a scheduled airfreight carrier, providingfreight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns tworegional airlines, American Eagle Airlines Inc. and ExecutiveAirlines Inc., and does business as "American Eagle." AmericanBeacon Advisors Inc., a wholly owned subsidiary of AMR, isresponsible for the investment and oversight of assets of AMR'sU.S. employee benefit plans, as well as AMR's short-terminvestments.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'corporate ratings from Standard & Poor's. They also continue tocarry 'B2' corporate family ratings from Moody's.

About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of airtransport services. The Company is active in five businesssegments through its 203 subsidiaries and 83 associated companies.JAL International Co. Ltd. is a wholly owned operating subsidiaryof Japan Airlines Corporation.

Hugh R. Morley at NewJersey.com reports the Company blamed therecession for the filing. Court papers show the Company's revenuefell from $4.1 million in 2007 to $3.2 million last year.

According to report, the Company and founder Arthur Groom,personally, face three lawsuits filed last year by creditors,alleging that they owe a combined total of nearly $1.3 millionfrom equipment leases signed between 2006 and 2009. In November,a federal judge in Newark awarded a judgment of $412,800 againstthe Company and Mr. Groom for unpaid equipment leases. Courtpapers show Mr. Groom also owes $2 million to TD Bank for arevolving credit note.

Ridgewood, New Jersey based Arthur Groom & Co. Inc. is a wholesalevendor of emeralds and high end jewelry. The Company reportedassets of $1 million to $10 million, and liabilities of more than$10 million. The Company's top 20 unsecured creditors are owed$13.5 million. John DiIorio, Esq., at Shapiro & Croland,represents the Company in its Chapter 11 effort.

ASARCO LLC: Insists on Revocation of Directors' Bonuses-------------------------------------------------------ASARCO LLC filed with the U.S. Bankruptcy Court for the SouthernDistrict of Texas a reply (i) in further support of itswithdrawal notice with prejudice of its $6.5 million bonusrequest for Edward R. Caine, H. Malcolm Lovett, Jr., and JosephF. Lapinsky, and (ii) in opposition to the Directors' objectionto the Withdrawal Notice.

Messrs. Caine and Lovett are members of the ASARCO LLC Board ofDirectors of ASARCO. Mr. Lapinsky served as the former chiefexecutive officer of ASARCO LLC.

"Messrs. Caine, Lovett and Lapinsky want something to which theyare not entitled under the Bankruptcy Code or applicablecorporate law," Charles A. Beckham, Jr., Esq., at Haynes andBoone, LLP, in Houston, Texas, tells the Court. He contends thatthe Directors' vote approving the bonuses and the Directors'attempt to shirk their own fiduciary duties, by putting the onuson the Court to determine the "proper amount" of the bonuses,constitutes a waste of corporate assets.

Because the Directors' action is clearly improper, ASARCO LLCrescinded the bonuses and withdrew the Bonus Motion, Mr. Beckhamavers. He maintains that ASARCO's action to rescind the bonusesand withdraw the Bonus Motion was neither improper norinequitable. Accordingly, ASARCO urges the Court to overrule theDirectors' Objection to the Bonus Motion withdrawal.

"If the [Directors] believe that their employment contractsobligate ASARCO to pay them the bonuses in question, or thatthere is an independent statutory basis under [the BankruptcyCode] for payment of such bonuses, then they are free to file anaction for breach of contract or rely upon the bankruptcy lawsand file a motion of their own," Mr. Beckham says. "Until theydo so, there is no request for relief before this Court inrespect of the payment of any bonuses to the [Directors], and theObjection should be overruled," he continues.

Mr. Beckham further argues that the Directors simply have failedto explain how Delaware corporate law or Chapter 11 practiceblocks the ability of the Board to rescind the bonuses and ASARCOLLC to withdraw the Bonus Motion.

ASARCO Responds to Court's Inquiry

In a separate memorandum, ASARCO filed a response to the Court'sinquiry as to the position of parties with respect to theapplicability of the Confirmation Order, as supplemented, to thequestion of the propriety of the action taken by ASARCO LLC andthe independent members of the Company's Board of Directors post-Plan Confirmation and pre-Plan Effective Date in asking the Courtto award bonuses to Messrs. Lovett, Caine and Lapinsky.

Counsel to the Debtors, Mr. Beckham emphasizes that the BonusMotion, when filed on December 4, 2009, was in clear violation ofJudge Hanen's Confirmation Order and should have not been filed.He notes that once the facts became clear, ASARCO LLC withdrewthe bonus request with prejudice.

On behalf of ASARCO LLC, Mr. Beckham elaborates that theConfirmation Order, as supplemented, prohibits ASARCO LLC, duringthe period from the Confirmation Date through the Plan EffectiveDate, from entering into, or seeking the approval of, anysettlement of administrative, secured or unsecured claims or anypayment by ASARCO LLC out of the ordinary course of business inexcess of $1 million in the aggregate, without the prior writtenapproval of Asarco Inc., as the parent company of the Debtor.

"The bonuses were not surprise gifts out of thin air," Mr.Beckham asserts.

Mr. Beckham argues that self-interested Directors Lovett andCaine voted to award the bonuses and established the amounts forthemselves and Mr. Lapinsky. "They, and they alone, caused thebonuses to be awarded, pursuant to unarticulated contractual orstatutory standards (indeed, such approval was over the strongobjection of the third member of the Board, Mr. Ruiz)," Mr.Beckhman continues.

Messrs. Lovett, Caine and Lapinsky, all independent of ASARCOLLC, are asserting a right to payment from the Debtor, Mr.Beckham notes. He contends that Section 101(5) of the BankruptcyCode is absolutely clear that the payment demand, whether basedin law or equity, and whether fixed or contingent, matured orunmatured, or disputed or undisputed, is a claim.

"The Bonus Motion was an effort by the self-interested outgoingdirectors and CEO to resolve their bonus claims in amounts up to$6.5 million in the aggregate, and to cause payment of suchamounts clearly outside the ordinary course of the Debtors'business," Mr. Beckham adds.

Caine, Lovett & Lapinsky Talk Back

Messrs. Caine and Lovett jointly file a memorandum to address twoissues raised by ASARCO LLC and the Court:

(1) The Court requested briefing on issues of whether ASARCO LLC's actions in approving the bonuses to Messrs. Caine, Lovett and Lapinsky on December 3, 2009, violated the District Court's Order entered December 3, 2009, supplementing the original Confirmation Order; and

(2) The memorandum will address the question posed by the Court of why Messrs. Caine and Lovett did not negotiate the right to seek at bonus at the time of their appointment.

The Directors acknowledge that the Supplemental ConfirmationOrder provides that from the Confirmation Date through and untilthe Plan Effective date, the Debtors will take no action thatwould materially adversely affect or materially delay the abilityof the Debtors or the Parent to consummate the transactionscontemplated by the Confirmation Order and the Parent's Plan,including with respect to asset dispositions and other mattersout of the ordinary course of business of economic significanceover $1 million, which amount was previously pegged at$10 million.

However, David R. Jones, Esq., at Porter & Hedges, L.L.P., inHouston, Texas, contends that Messrs. Caine, Lovett and Lapinskyeach received the award of a bonus for their efforts subject onlyto a determination of the amount by the Court in accordance withthe original intent of the Directors' engagement and pursuit to avalid board action. On behalf of the Directors, Mr. Jonesinsists that the award of the director bonuses createdadministrative claims for which the Bankruptcy Court hasexclusive jurisdiction to determine.

Mr. Jones argues that the December 3, 2009 Board Resolutionapproving the bonuses did not violate the SupplementalConfirmation Order because the Resolution was passed prior to theentry of the Supplemental Order.

Messrs. Caine and Lovett also add that they did not include intheir employment agreements the possibility of being able torequest a bonus because there is no existing contract and theterms of the independent directors' engagement were establishedprior to their selection. The Directors note that it was theintent of the parties that compensation of independent boardmembers would be adjusted once the requirements of the positionwere better known.

Messrs. Caine, Lovett and Lapinsky, therefore, ask the Court todeny the attempted withdrawal of the Bonus Motion, and set ahearing date to consider the proper amount of the proposed bonuspayments.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter11 plan that it sponsored for Asarco LLC. The Plan, which wasconfirmed both by the bankruptcy and district courts, reintegratedAsarco LLC back to parent Grupo Mexico concluding the four-yearChapter 11 proceeding.

ASARCO LLC: Parent Submits Counterproposal to Union---------------------------------------------------At District Judge Andrew Hanen's direction, Asarco Incorporatedand Americas Mining Corporation inform the U.S. Bankruptcy Courtfor the Southern District of Texas that it has caused ASARCO LLC,as the employer of the employees covered under the existingcollective bargaining agreement, to make a counter proposal tothe United Steel, Paper and Forestry, Rubber, Manufacturing,Energy, Allied Industrial and Service Workers International UnionAFL-CIO.

-- the extension of the "in place" collective bargaining agreement by one year through June 30, 2011; and

-- the appointment of one person to serve on the Board of Directors of ASARCO LLC from the date of acceptance of the CBA through the extended term of the CBA.

The counter proposal, the Parent notes, by virtue of the factthat it would continue all of the effective terms of the existingCBA, necessarily addresses every item in dispute among theparties and thus, represents the counter proposal to the Union'slast proposed items for a "successor labor agreement."

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter11 plan that it sponsored for Asarco LLC. The Plan, which wasconfirmed both by the bankruptcy and district courts, reintegratedAsarco LLC back to parent Grupo Mexico concluding the four-yearChapter 11 proceeding.

ASARCO LLC: Proposes Examiner to Check on $228 Mil. in Fees-----------------------------------------------------------Over $228 million in professional fees and $13 million inexpenses have been paid by ASARCO LLC over the course of itsbankruptcy case, Charles A. Beckham, Jr., Esq., at Haynes andBoone, LLP, in Houston, Texas, tells the Court. Irrespectivehowever of the factors that led to the success of ASARCO LLC'sreorganization and however qualified and competent theprofessionals in the case may be, Mr. Beckham notes that theadministrative cost of the case has been staggering and the Courthas an unquestionable statutory duty to review and evaluate thefee applications of the bankruptcy professionals for thereasonableness and necessity of the fees and expenses requested.

To aid the Court in the matter, ASARCO LLC seeks the appointmentof an independent fee examiner to help ensure that theprofessional services rendered to its bankruptcy estate werereasonable, necessary and cost-effective as required by theBankruptcy Code.

The appointment of an independent fee examiner, a common practicein large and complex cases, will provide the Court with a soundand objective data resource in determining whether theextraordinarily voluminous fee applications and underlyingtimesheet transcripts and expense statements that underlie theenormous administrative fees and expenses requested in the casewere for the actual and necessary benefit of the estate and itscreditors, Mr. Beckham contends.

ASARCO LLC suggests that the fee examiner's role focus on theexamination of (i) final fee applications, (ii) substantialcontribution claims, and (iii) other requests for extraordinaryattorneys' fees in connection with general unsecured claims withrespect to the general reasonableness and necessity of theservices provided -- including any duplication of services andthe factors influencing the cost-effectiveness of the servicesrendered and expenses requested -- with specific findings in:

Debra L. Innocenti, Esq., at Oppenheimer, Blend, Harrison & Tate,Inc., in San Antonio, Texas, contends that the appointment of aFee Examiner is not mandatory because the mandatory nature ofSection 1104(c)(2) of the Bankruptcy Code in cases with more than$5 million in unsecured debt is inapplicable in the Debtors'cases. She also asserts that no cause exists for a Fee Examinerbecause all creditors have been paid in full with interest andthus, should have no interest in any of the Final FeeApplications.

"A Fee Examiner will not serve a useful purpose," Ms. Innocentiargues. "It is more appropriate and logical for the Debtors orthe Parent to hire their own auditor to conduct the analysisdescribed by the Application." She adds that any "subjectiveanalysis" supplied by the proposed Fee Examiner would be of noassistance to the Court in ruling on the Final Fee Applications,and would invade the province of the Court.

The fees and expenses requested in the Debtor's case, Ms.Innocenti remains, does not diminish the assets of the estates tothe detriment of creditor recovery.

B. DOJ/ENRD

The Environment and Natural Resources Division of the UnitedStates of America's Department of Justice tells the Court that itis not taking a position at this time on the issue of whether itis appropriate to appoint a fee examiner after the effective dateof a confirmed plan of reorganization.

DOJ/ENRD believes that should it file any application or motionfor reimbursement of expenses, it is possible that the role ofthe Fee Examiner as to its application might well be limited,different or non-existent. DOJ/ENRD nevertheless asserts thatthe proposed order submitted by ASARCO LLC is broadly worded and,if entered, should be without prejudice to the right of anyindividual claimant to seek further guidance from the Court aboutthe scope of the Fee Examiner's duties as to their specificclaims.

The role of a Fee Examiner needs to be carefully considered afterthe Application Deadline and after further discussions among theaffected parties, DOJ/ENRD insists. DOJ/ENRD hence reserves theright to oppose the use of a fee examiner in connection with anyapplication or motion filed by the United States. DOJ/ENRD alsoobjects to the entry of the proposed order ASARCO LLC submittedas an attachment to the Fee Examiner Motion.

C. Baker Botts

The Debtors' former counsel, Baker Botts L.L.P., relates that itdoes not oppose the appointment of a fee examiner if the Courtdetermines that a fee examiner would be of assistance in carryingout the Court's responsibility to review professional feerequests. The Court, however, should tailor and limit the scopeof the Fee Examiner's duties, asserts Jack L. Kinzie, Esq., atBaker Botts L.L.P., in Dallas, Texas.

If ever appointed, a Fee Examiner should also not inquire into oropine concerning the reasonableness of fees and expenses, Mr.Kinzie further asserts.

Baker Botts filed its own proposed order on the Fee ExaminerMotion.

D. Stutzman Bromberg

Stutzman, Bromberg, Esserman & Plifka, counsel to the OfficialCommittee of Asbestos Claimants, insists that the appointment ofa fee examiner at this point in the Debtors' bankruptcy cases isunnecessary and inappropriate. Stutzman Bromberg maintains thatthat Reorganized ASARCO, the Parent, and their counsel have allof the necessary resources at their disposal to review andidentify any potential issues with the Final Fee Applications.

A fee examiner appointment at this late stage in the Debtors'cases is unlikely to benefit the Court in its review of the FinalFee Applications, Stutzman Bromberg contends.

Nevertheless, the firm asserts that in the event the Courtdecides to appoint a fee examiner, the Examiner's role should belimited and Reorganized ASARCO and the Parent should pay the feesand expenses associated with the appointment.

E. Jordan Hyden

Jordan, Hyden, Womble, Culbreth & Holzer, P.C., joins theobjection of the Future Claims Representative. However, if theCourt believes appointment of a fee examiner is warranted, JordanHyden joins the request of Baker Botts that the scope of theexaminer's work be appropriately limited.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter11 plan that it sponsored for Asarco LLC. The Plan, which wasconfirmed both by the bankruptcy and district courts, reintegratedAsarco LLC back to parent Grupo Mexico concluding the four-yearChapter 11 proceeding.

ASARCO LLC: Proposes to Settle Werner Enterprises' Claims---------------------------------------------------------ASARCO LLC asks the Court to approve its stipulation with WernerEnterprises, Inc., for the allowance of Claim No. 9705 and thedisallowance of Claim No. 19228.

In 2005, Werner provided certain services for and on behalf ofASARCO related to ASARCO's ongoing business. Werner filed ClaimNo. 9705 against ASARCO for $117,534 as a general unsecured, non-priority claim.

ASARCO then filed an adversary proceeding, seeking to avoidcertain preferential transfers, including prepetition amountspaid to Werner for services rendered. As a precautionary measureagainst the Avoidance Action, Werner filed amended Claim No.19228 for $733,889.

Werner and ASARCO subsequently engaged in good faith negotiationsand have stipulated that:

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter11 plan that it sponsored for Asarco LLC. The Plan, which wasconfirmed both by the bankruptcy and district courts, reintegratedAsarco LLC back to parent Grupo Mexico concluding the four-yearChapter 11 proceeding.

According to the report, Alpine Bank sought the dismissal in aneffort to collect on a $22.5 million promissory note that theCompany owes. Alpine Bank had claimed that it is not adequatelyprotected because it says the value of the Company's collateral isnearly $4.5 million less than the debt owed. The promissory noteis secured by a deed of trust, and the vacant property on SouthAspen Street is being used as collateral.

As reported by the Troubled Company Reporter on Jan. 25, 2010,Alpine Bank stated that the dismissal of the Chapter 11 case isnecessary because:

-- there is no likelihood of rehabilitation; and

-- it will reduce the administrative costs to the estate, including, but not limited to, fees payable to the Debtor's counsel and fees payable.

Based in Newport Beach, California, Aspen Land Fund II LLC is adevelopment group that wants to build a hotel at the base of AspenMountain. The Company filed for Chapter 11 protection onSept. 25, 2009 (Bankr. D. Col. Case No. 09-30162). In itspetition, the Debtor said it has $31,572,828 in assets and$34,695,549 in debts.

The petition was signed by Patricia Totillo, secretary/treasurerof the Company.

ATRIUM CORP: DIP Financing, Cash Collateral Use Get Interim OK--------------------------------------------------------------Atrium Corp., et al., sought and obtained interim authorizationfrom the U.S. Bankruptcy Court for the District of Delaware to (i)obtain postpetition secured financing from a syndicate of lendersled by GE Business Financial Services Inc. as administrativeagent, and (ii) use cash collateral.

The DIP lenders have committed to provide up to $40 milliondelayed draw term loan, $15 million of which will be madeavailable to the Debtors upon entry of the interim order.Borrowings under the DIP facility that are repaid cannot bereborrowed.

The attorneys for the Debtors -- Domenic E. Pacitti, Esq., atKlehr Harrison Harvey Branzburg LLP, and Richard M. Cieri, Esq.,at Kirkland & Ellis LLP -- explain that the Debtors need the moneyto fund their Chapter 11 case, pay suppliers and other parties,pursuant to a 13-week budget. A copy of the budget is availablefor free at http://bankrupt.com/misc/ATRIUM_budget.pdf

The DIP facility will mature on July 20, 2010, with thepossibility of extension to October 20, 2010, to that extent that,among other things, the majority lenders determine that theDebtors are diligently pursuing the confirmation of the Plan ingood faith.

The DIP facility will incur interest at (i) 8.5% plus thealternative base rate for the period that that loan is analternative base rate loan; and (ii) 9.5% plus the LIBOR rate forthe period that the loan is a LIBOR loan.

The DIP financing contemplates the granting of postpetition lienson substantially all of the Debtors' assets, including (i) a firstpriority lien on all unencumbered DIP collateral and, upon entryof the final order, proceeds of the Debtors' claims; (ii) a juniorlien on all DIP collateral that is subject to certain prepetitionliens; and (iii) first priority, senior priming lien on all DIPcollateral that is senior and priming to certain prepetitionliens, including those under the prepetition secured creditagreement, but that is junior to the carve out and the prepetitionprior liens.

The DIP financing also contemplates that all borrowings willconstitute allowed super-priority administrative claims and willhave priority, subject only to the carve-out, over alladministrative expense claims whether or not the claims may becomesecured by a judgment lien or other non-consensual lien, levy orattachment.

The Debtors covenant with the lenders not to let theirconsolidated EBITDA for the measurement period ending as of thelast day of each calendar month fall below $45 million.

The Debtors covenant the lenders not to let the capitalexpenditures, for the measurement period ending on any date setforth in these dates, exceed these amounts:

Availability plus A/R Availability plus unrestricted cash ondeposit in any deposit account of the Debtors must not be lessthan $5 million at any time.

The Debtors are required to pay a host of fees, including (i) a$50,000 arranging fee payable to the DIP Agent that is earned andpayable upon entry of the interim order; (ii) a non-refundableagency fee payable in advance upon entry of the interim order andevery three months thereafter, in the amount of $50,000; (iii) anupfront facility fee totaling $1.2 million, $600,000 of which willbe payable to the DIP Agent for distribution to the DIP Lenders ona pro rata basis upon entry of the interim order; and (iv) anunused facility fee equal to 1.0% per annum on the average dailyunused balance of the DIP facility, payable monthly in arrears.

Messrs. Pacitti and Cieri say that the Debtors will also use theCash Collateral to provide additional liquidity. In exchange forusing the cash collateral, the Debtors propose to grant theprepetition lenders:

(i) replacement liens on all assets of the Debtors, which will be junior in priority to the liens securing the DIP facility, the carve out and any prior liens;

(ii) a superpriority administrative expense claim that is junior in priority to payment of the carve-out and to the superpriority administrative expense claim in respect of the DIP facility;

(iii) current cash payment of a portion of the interest due under the prepetition secured credit agreement equal to the LIBOR rate with all other interest due under the prepetition secured credit agreement being capitalized and added to the outstanding principal balance of the applicable prepetition secured obligations; and

(iv) current cash payment of reasonable and documented fees, costs and expenses of one primary counsel and local counsel for each of the prepetition secured lenders constituting majority term lenders and one financial advisor to be retained by the prepetition agent for the benefit of the prepetition lenders.

The Court has set a final hearing for February 22, 2010, at9:00 a.m. for the Debtors' request to obtain DIP financing andcash collateral.

DIP Financing Objections

U.S. Bank National Association, the indenture trustee, hasobjected to the Debtors' request to obtain DIP financing and cashcollateral, saying that it and other creditors haven"t had anadequate opportunity to review the DIP motion and many provisionsshould be subject to Committee scrutiny. "The DIP motion unfairlyconfers benefits on the prepetition secured lenders not requiredby principles of adequate protection. The prepetition lenders,who are affiliated with the proposed DIP lender, are obtaininginappropriate and excessive relief not supported by adequateprotection principles," says U.S. Bank.

According to U.S. Bank, the Carve-out for Committee professionalsis inadequate. "Not only will the Committee in this case besubject to inadequate notice and extreme time constraints, but theDebtors would further constrain the Committee's ability tomeaningfully represent the interests of other parties in interestby limiting their fees to $250,000. The trigger notice featurewould further reduce this Carve-out for the Committee'sprofessionals to $50,000, which is clearly inadequate to protectthe estate," U.S. Bank states.

Headquartered in Dallas, Texas, Atrium Corporation --http://www.atrium.com/-- is a manufacturer and supplier of residential windows and doors in North America. The company has5,100 employees and 63 manufacturing facilities and distributioncenters in 21 U.S. states, Canada and Mexico.

The Plan, negotiated with holders of more than two-thirds of thesenior secured debt, would give either 7.5% or 2% of the new stockto holders of the two issues of subordinated notes totaling $268million, depending on which of two plan options becomes effective.

According to the report, Babson objects to how the Plan forces the11% noteholders to waive their rights to enforce subordinationprovisions in the 15% note issue. Babson filed a preliminaryobjection to insure its ability to conduct discovery in advance ofthe Feb. 22 hearing to approve the disclosure statement explainingthe Plan.

The Bloomberg report relates Babson said it also wants to find outwhy the company hasn't challenged a pre-bankruptcy exchange offeras a fraudulent transfer. The exchange resulted in the issuanceof the 15% subordinated notes.

About Atrium

Headquartered in Dallas, Texas, Atrium Corporation --http://www.atrium.com/-- is a manufacturer and supplier of residential windows and doors in North America. The company has5,100 employees and 63 manufacturing facilities and distributioncenters in 21 U.S. states, Canada and Mexico.

As of December 31, 2009, the Debtors listed $655.9 million inconsolidated debts, but didn't state their consolidated assets.

Atrium Corp.'s petition says assets are up to $500,000 while debtsrange from $100 million to $500 million.

AVIS BUDGET: Bank Debt Trades at 2% Off in Secondary Market-----------------------------------------------------------Participations in a syndicated loan under which Avis Budget CarRental LLC is a borrower traded in the secondary market at 98.00cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents an increase of 0.55percentage points from the previous week, The Journal relates.The Company pays 125 basis points above LIBOR to borrow under thefacility. The debt matures on April 1, 2012, and carries Moody'sBa3 rating and Standard & Poor's B+ rating. The syndicated loanis one of the biggest gainers and losers among 180 widely quotedsyndicated loans with five or more bids in secondary trading forthe week ended Friday.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., providescar and truck rentals and ancillary services to businesses andconsumers in the United States and internationally.

BANK OF AMERICA: Agrees to Pay $150 Million to Settle SEC Charges-----------------------------------------------------------------The Securities and Exchange Commission on February 4 filed amotion seeking court approval of a proposed settlement wherebyBank of America will pay $150 million and strengthen its corporategovernance and disclosure practices to settle SEC charges that thecompany failed to properly disclose employee bonuses and financiallosses at Merrill Lynch before shareholders approved the merger ofthe companies in December 2008.

The SEC previously filed two sets of charges in the U.S. DistrictCourt for the Southern District of New York alleging Bank ofAmerica failed to disclose material information to shareholdersprior to their vote to approve the merger with Merrill Lynch. Inthe first enforcement action on Aug. 3, 2009, the Commissioncharged Bank of America with failing to disclose, in proxymaterials soliciting shareholder votes for approval of the merger,its prior agreement authorizing Merrill to pay year-end bonuses ofup to $5.8 billion to its employees prior to the closing of themerger. In the second enforcement action on Jan. 12, 2010, theCommission charged Bank of America with failing to disclose theextraordinary losses that Merrill sustained in October andNovember 2008.

Under the terms of the proposed settlement, which are subject toapproval by the Honorable Jed S. Rakoff, the $150 million penaltywill be distributed to Bank of America shareholders harmed by theBank's alleged disclosure violations. The Commission will proposea distribution plan at a later date.

The proposed settlement requires Bank of America to implement andmaintain seven remedial undertakings for a period of three years:

* Retain an independent auditor to perform an audit of the Bank's internal disclosure controls, similar to an audit of financial reporting controls currently required by the federal securities laws.

* Have its Chief Executive and Chief Financial Officers certify that they have reviewed all annual and merger proxy statements.

* Retain disclosure counsel who will report to, and advise, the Board's Audit Committee on the Bank's disclosures, including current and periodic filings and proxy statements.

* Adopt a "super-independence" standard for all members of the Board's Compensation Committee that prohibits them from accepting other compensation from the Bank.

* Maintain a consultant to the Compensation Committee that would also meet super-independence criteria.

* Provide shareholders with an annual non-binding "say on pay" with respect to executive compensation.

* Implement and maintain incentive compensation principles and procedures and prominently publish them on Bank of America's Web site.

The proposed settlement includes a Statement of Facts describingthe details behind the allegations in the actions based on thediscovery record.

The SEC is grateful for the support and cooperation of AttorneyGeneral Andrew Cuomo and the Office of the New York State AttorneyGeneral. The SEC also thanks Attorney General Roy Cooper,Attorney General of the State of North Carolina, and his staff fortheir collaboration on the terms of the proposed settlement. TheSEC acknowledges the assistance of the U.S. Attorney's offices forthe Southern District of New York and Western District of NorthCarolina, the Federal Bureau of Investigation, and the Office ofThe Special Inspector General for the Troubled Asset Relief.

About Bank of America

Based in Charlotte, North Carolina, Bank of America --http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small andmiddle market businesses and large corporations with a full rangeof banking, investing, asset management and other financial andrisk-management products and services. The Company serves morethan 59 million consumer and small business relationships withmore than 6,100 retail banking offices, nearly 18,700 ATMs andonline banking with nearly 29 million active users. Following theacquisition of Merrill Lynch on January 1, 2009, Bank of Americais among the world's leading wealth management companies and is aglobal leader in corporate and investment banking and tradingacross a broad range of asset classes serving corporations,governments, institutions and individuals around the world. Bankof America offers support to more than 4 million small businessowners. The Company serves clients in more than 150 countries.Bank of America Corporation stock is a component of the Dow JonesIndustrial Average and is listed on the New York Stock Exchange.

BofA has received US$45 billion in government bailout money sincethe economic collapse in 2008.

As reported by the Troubled Company Reporter on March 27, 2009,Moody's Investors Service lowered the senior debt rating of Bankof America Corporation to A2 from A1, the senior subordinated debtrating to A3 from A2, and the junior subordinated debt rating toBaa3 from A2. The preferred stock rating was downgraded to B3from Baa1. The holding company's short-term rating was affirmedat Prime-1.

BANK OF AMERICA: Ex-CEO Faces Civil Charges by NY Attorney General------------------------------------------------------------------ABI reports that New York Attorney General Andrew Cuomo on Fridayfiled civil securities fraud charges against former Bank ofAmerica CEO Kenneth Lewis and former CFO Joseph Price, allegingthat they decided not to disclose mounting losses at Merrill Lynch& Co. before getting shareholder approval to acquire the WallStreet firm.

Based in Charlotte, North Carolina, Bank of America --http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small andmiddle market businesses and large corporations with a full rangeof banking, investing, asset management and other financial andrisk-management products and services. The Company serves morethan 59 million consumer and small business relationships withmore than 6,100 retail banking offices, nearly 18,700 ATMs andonline banking with nearly 29 million active users. Following theacquisition of Merrill Lynch on January 1, 2009, Bank of Americais among the world's leading wealth management companies and is aglobal leader in corporate and investment banking and tradingacross a broad range of asset classes serving corporations,governments, institutions and individuals around the world. Bankof America offers support to more than 4 million small businessowners. The Company serves clients in more than 150 countries.Bank of America Corporation stock is a component of the Dow JonesIndustrial Average and is listed on the New York Stock Exchange.

According to the report, the new figures were revealed on Mr.Picard's Web site on Feb. 2, the same day his methodology forvaluing those claims was criticized at a hearing in New York byvictims' lawyers who said the claims should be much larger.

The industry-financed Securities Investor Protection Corp., whichhired Mr. Picard, has committed to pay $633 million on 1,888claims, the trustee said. That's an increase from $534 milliongranted on 1,558 claims at the end of October.

U.S. District Judge Burton Lifland is expected to issue a rulingas to whether to approve or reject Mr. Picard's method ofcalculating claims based on customer deposits minus withdrawals.Victims want the amounts to be based on their final accountstatements, which include years' worth of fake profit from thefraud.

On December 15, 2008, the Honorable Louis A. Stanton of theU.S. District Court for the Southern District of New York grantedthe application of the Securities Investor Protection Corporationfor a decree adjudicating that the customers of BLMIS are in needof the protection afforded by the Securities Investor ProtectionAct of 1970. The District Court's Protective Order (i) appointedIrving H. Picard, Esq., as trustee for the liquidation of BLMIS,(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)removed the SIPA Liquidation proceeding to the Bankruptcy Court(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntaryChapter 7 bankruptcy petition against Bernard Madoff (Bankr.S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. Thepetitioning creditors -- Blumenthal & Associates Florida GeneralPartnership, Martin Rappaport Charitable Remainder Unitrust,Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert$64 million in claims against Mr. Madoff based on the balancescontained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed MadoffSecurities International Limited in London under bankruptcyprotection pursuant to Chapter 15 of the U.S. Bankruptcy Code(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan. In June2009, Judge Lifland approved the consolidation of the Madoff SIPAproceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the SouthernDistrict of New York on June 29, 2009, sentenced Mr. Madoff to150 years of life imprisonment for defrauding investors inUnited States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

BERNARD MADOFF: Relatives Agree to Asset Freeze-----------------------------------------------The Wall Street Journal's Juliet Chung and Amir Efrati report thatBernard Madoff's relatives have agreed to freeze their assetspending the outcome of a $200 million lawsuit filed by IrvingPicard, the court-appointed liquidator for the Madoff estate.

The Journal, citing "consent orders" filed in federal bankruptcycourt in Manhattan and signed by the family members, relates thatin agreeing to the asset freezes, the family members denied any"liability or culpability." According to the Journal, pursuant tothe orders, the family members:

-- agreed not to transfer or sell property or assets valued at more than $1,000 or incur debts and obligations greater than $1,000 without approval of the trustee;

-- are allowed to use credit cards for necessary living expenses; and

-- will provide the trustee with an accounting of their expenditures.

The Journal relates that, according to a person familiar with thematter, the Madoff family members' court agreements with thetrustee are similar to agreements they made with federalprosecutors in Manhattan shortly after Mr. Madoff's arrest.

The Journal recalls Mr. Picard last fall sued Madoff familymembers, who worked with Mr. Madoff at his investment firm, sayingthey should give back ill-gotten gains they used to fund personalbusiness ventures and purchase homes, boats and cars. Mr. Picardsaid the family received about $141 million in the six monthsleading up to Mr. Madoff's December 2008 arrest.

The Journal also relates Mr. Madoff's Manhattan penthouse has goneinto contract for an undisclosed price. According to the Journal,the property -- , a 4,000-square-foot duplex cooperative apartmenton the 11th and 12th floors of 133 E. 64th St. -- was originallylisted for $9.9 million in September and later was cut to$8.9 million. The apartment is one of three Madoff properties thegovernment seized and is selling to help reimburse victims of hisfraud.

The Journal says the identity of the buyer of the home couldn't belearned.

The Journal also relates the Madoff beach home in Montauk, N.Y.,sold in the fall for $9.41 million, nearly 6% above its askingprice, to Steven Roth of Vornado Realty Trust. A nearly 8,800-square-foot Palm Beach, Fla., home remains on the market with anasking price of $7.25 million, down from $8.5 million inSeptember.

On December 15, 2008, the Honorable Louis A. Stanton of theU.S. District Court for the Southern District of New York grantedthe application of the Securities Investor Protection Corporationfor a decree adjudicating that the customers of BLMIS are in needof the protection afforded by the Securities Investor ProtectionAct of 1970. The District Court's Protective Order (i) appointedIrving H. Picard, Esq., as trustee for the liquidation of BLMIS,(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)removed the SIPA Liquidation proceeding to the Bankruptcy Court(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntaryChapter 7 bankruptcy petition against Bernard Madoff (Bankr.S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. Thepetitioning creditors -- Blumenthal & Associates Florida GeneralPartnership, Martin Rappaport Charitable Remainder Unitrust,Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert$64 million in claims against Mr. Madoff based on the balancescontained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed MadoffSecurities International Limited in London under bankruptcyprotection pursuant to Chapter 15 of the U.S. Bankruptcy Code(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan. In June2009, Judge Lifland approved the consolidation of the Madoff SIPAproceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the SouthernDistrict of New York on June 29, 2009, sentenced Mr. Madoff to150 years of life imprisonment for defrauding investors inUnited States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

BOOT TOWN: Court Approves Chapter 11 Bankruptcy Liquidation Plan----------------------------------------------------------------US Federal Bankruptcy Chief Judge Barbara J. Houser, approved theproposed Chapter 11 liquidation plan for Boot Town WesternWearhouse (BTWW Retail LP) yesterday at a court hearing in Dallas.The company filed for Chapter 11 bankruptcy protection onNovember 3, 2008 in the United States Bankruptcy Court for theNorthern District of Texas. The approval of the liquidation planwas the culmination of efforts to sell assets, wind downoperations and negotiate claims that will result in a distributionto general unsecured creditors of approximately 5%. The planreceived overwhelming support from creditors with well over 90%voting in favor of the plan.

Alan Minker, Chief Restructuring Officer & Managing Director ofClear Thinking Group LLC, stated, "Considering the severefinancial condition of the debtor when this case begin back inlate 2008, and the fact that very few thought there would be anyrecovery available for the unsecured creditors in this case, thisis a great result for the creditors. This case is an example ofhow the legal and business professionals in the case worked welltogether to secure the best results possible for all of the caseconstituents."

BTWW Retail, LP was one of the nation's leading retailers forWestern lifestyle and work-related apparel and accessories. TheCompany operated under five leading brand names: Corral WestRanchwear, Cooper's Western Warehouse, Boot Town, WesternWarehouse, and Job Site. Also under BTWW's umbrella were threeSergeant's Western World stores in Texas and two Workwear Depotstores in Milwaukee, WI and Austintown, OH. The Company ran intofinancial difficulties due to over expansion, significant debt,reduced consumer spending, and the economic downturn, whichultimately led to the Company filing for bankruptcy protection in2008. During the Chapter 11 process, the Debtor sold a significantnumber of retail stores to other retailers and liquidated theremaining assets.

The Debtor will now finalize the review of all filed bankruptcyclaims and will develop a time table for distribution of theDebtor's remaining assets. Mr. Minker commented, "We hope to havethe claims process wrapped up in the next 30-60 days and begindistribution of funds to the creditors."

The Unsecured Creditors in the case were represented by Jay Indykeand Eric Haber of Cooley Godward Kronish LLP; and Ken Simon ofLoughlin Meghji + Company. The Debtors were advised by MikeWarner, David Cohen, and Alexandra Olenczuk of Warner Stevens LLP;and Lee Diercks and Alan Minker of Clear Thinking Group LLC.

About Boot Town

Headquartered in Farmers Branch, Texas, Boot Town, Inc., is aretailer of brand name boots and western wear: hats, belts,buckles, and jeans. The Company filed for chapter 11 protectionon November 17, 2003 (Bankr. N.D. Tex. Case No.: 03-81845).Cynthia Cole, Esq., Esq. Neligan Tarpley Andrews & Foley, L.L.P.represent the Debtor in its restructuring efforts. When theCompany filed for protection from its creditors, it listed morethan $10 million in both estimated assets and debts.

The Debtor identified Bank of America with a debt claim for$13,800 as its largest unsecured creditor. A full-text copy of theDebtor's petition, including a list of its largest unsecuredcreditor, is available for free at:

About the Business: BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO -- http://bta.kz/-- is a Kazakhstan-based financial institution, which is involved in the provision of banking and financial products for private and corporate clients.

The BTA Group is one of the leading banking groups in the Commonwealth of Independent States and has affiliated banks in Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey. In addition, the Bank maintains representative offices in Russia, Ukraine, China, the United Arab Emirates and the United Kingdom. The Bank has no branch or agency in the United States, and its primary assets in the United States consist of balances in accounts with correspondent banks in New York City.

As of November 30, 2009, the Bank employed 5,043 people inside and 4 people outside Kazakhstan. It has no employees in the United States. Most of the Bank's assets, and nearly all its tangible assets, are located in Kazakhstan.

Bendix, which supplies brakes and vehicle control systems fortrucks and commercial vehicles, closed the Frankfort plant onDec. 31, 2007. The company's employees became jobless when Bendixmoved its braking system compressor operation to Acuna, Mexico.Bendix notified the agency about the plant closure on Jan. 30,2008.

Under the Employee Retirement Income Security Act of 1974, anemployer is required to provide protection for an underfundedpension plan when more than 20 percent of its employees covered bythe plan lose their jobs due to a cessation of operations at afacility. Bendix's shutdown of its Frankfort plant led to PBGC'sassessment of $16.9 million in liability.

For more than two years, the PBGC has made numerous efforts toengage Bendix on the matter. To date, the company has made noserious attempt to work with the PBGC, and therefore the agencymust take the step of officially informing Bendix of its pensionliability.

Typically, companies engage the PBGC in negotiations to resolvethe liability after notifying the agency of a cessation ofoperations. Recent agreements with pension plan sponsors haveresulted in protections for underfunded pension plans that includebonds, letters of credit, and cash contributions that improveparticipants' retirement security. Since 2007, the agency hasnegotiated more than $400 million in additional protection fordefined benefit plans covering over 50,000 workers and retirees.

To satisfy its pension obligation in connection with the facilityclosing, Bendix will need to provide financial assurance to theagency that the full $16.9 million liability will be contributedto the affected plan if it ends by Dec. 31, 2012 -- five yearsafter the plant shutdown.

The PBGC is a federal corporation created under ERISA. Itcurrently guarantees payment of basic pension benefits earned by44 million American workers and retirees participating in over29,000 private-sector defined benefit pension plans. The agencyreceives no funds from general tax revenues. Operations arefinanced largely by insurance premiums paid by companies thatsponsor pension plans and by investment returns.

Bendix is headquartered in Elyria, Ohio, and is owned by Knorr-Bremse AG of Munich, Germany.

BERNARD MADOFF: Sons Agree to Personal Asset Freeze---------------------------------------------------Bill Rochelle at Bloomberg News reports that Irving H. Picard, thetrustee for the liquidation of the estate of Bernard L. MadoffInvestment Securities LLC, has reached a settlement under whichAndrew and Mark Madoff, sons of Bernard Madoff, agreed to restrictmovement of their own personal assets, not incur debt beyond$1,000 and give a monthly accounting of their expenses.

According to the report, Peter and Shana Madoff Swanson, Bernard'sbrother and niece, signed similar agreements with Mr. Picard.

Mr. Picard, who is unwinding Madoff's defunct investment firm andgathering assets to help pay customers, sued the four Madofffamily members in October, claiming they spent almost $199 millionof victims' money and treated the investment firm as theirpersonal bank. The Madoffs said in court papers that they denyPicard's allegations and dispute his right to restrict theirassets.

On December 15, 2008, the Honorable Louis A. Stanton of theU.S. District Court for the Southern District of New York grantedthe application of the Securities Investor Protection Corporationfor a decree adjudicating that the customers of BLMIS are in needof the protection afforded by the Securities Investor ProtectionAct of 1970. The District Court's Protective Order (i) appointedIrving H. Picard, Esq., as trustee for the liquidation of BLMIS,(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)removed the SIPA Liquidation proceeding to the Bankruptcy Court(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntaryChapter 7 bankruptcy petition against Bernard Madoff (Bankr.S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. Thepetitioning creditors -- Blumenthal & Associates Florida GeneralPartnership, Martin Rappaport Charitable Remainder Unitrust,Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert$64 million in claims against Mr. Madoff based on the balancescontained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed MadoffSecurities International Limited in London under bankruptcyprotection pursuant to Chapter 15 of the U.S. Bankruptcy Code(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan. In June2009, Judge Lifland approved the consolidation of the Madoff SIPAproceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the SouthernDistrict of New York on June 29, 2009, sentenced Mr. Madoff to150 years of life imprisonment for defrauding investors inUnited States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

This Schedule 13G is being filed by the Reporting Persons withrespect to 1,557,583 shares of common stock of California CoastalCommunities, Inc., par value $0.05, which constitutesapproximately 14.17% of the issued and outstanding common shares.

California Coastal Communities, Inc., (Nasdaq: CALC) --http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company operating in SouthernCalifornia. The Company's principal subsidiaries are HearthsideHomes which is a homebuilding company, and Signal Landmark whichowns 105 acres on the Bolsa Chica mesa where sales commenced inAugust 2007 at the 356-home Brightwater community. HearthsideHomes has delivered 2,200 homes to families throughout SouthernCalifornia since its formation in 1994.

CALIFORNIA COASTAL: Lloyd Miller Ceases to be Owner of 5% of Stock------------------------------------------------------------------Lloyd I. Miller, III has filed with the Securities and ExchangeCommission Amendment No. 3 to his Schedule 13G which was initiallyfiled on July 3, 2007.

Lloyd I. Miller, III discloses that he has ceased to be thebeneficial owner of more than 5% of the California CoastalCommunities, Inc.'s common stock.

A full-text copy of amendment no. 3 to Lloyd I. Miller, III'sSchedule 13G is available for free at:

California Coastal Communities, Inc., (Nasdaq: CALC) --http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company operating in SouthernCalifornia. The Company's principal subsidiaries are HearthsideHomes which is a homebuilding company, and Signal Landmark whichowns 105 acres on the Bolsa Chica mesa where sales commenced inAugust 2007 at the 356-home Brightwater community. HearthsideHomes has delivered 2,200 homes to families throughout SouthernCalifornia since its formation in 1994.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

CANADIAN TRUST: Canaccord Nets $4.2MM from Sale of ABCP Investment------------------------------------------------------------------Canaccord Financial Inc. said that during the quarter endedDecember 31, 2009, it disposed of its investment in ABCP with acarrying value of C$14.3 million for proceeds of $18.5 millionresulting in a gain of C$4.2 million included in principal tradingrevenue.

According to Canaccord, as a result of liquidity issues in theABCP market, there has been very limited trading of the ABCP sincemid-August 2007.

The Plan of Arrangement of ABCP as amended provided for adeclaratory release that was effective on implementation of thePlan and that, with the closing of the Canaccord Relief Program,resulted in the release of all existing and future ABCP-relatedclaims against the Company. This release has been given effect inthe United States under Chapter 15 of the US Bankruptcy Code asannounced in January 2010.

The first two installments of interest (to August 31, 2008) weremade during the year ended March 31, 2009 and one further andfinal payment was received during the third quarter of fiscal2010. Reimbursement of restructuring costs under the CanaccordRelief Program has been received.

On December 21, 2009, a Hearing Panel of the Investment IndustryRegulatory Organization of Canada (IIROC) accepted a settlementagreement between the IIROC Staff and Canaccord Financial Ltd.regarding matters surrounding ABCP, which resulted in a settlementof $3.1 million. This amount was substantially accrued atSeptember 30, 2009 and therefore, there was no significant impacton net income in the quarter ended December 31, 2009. This amountwas paid subsequent to December 31, 2009.

There has been very limited trading of the restructured ABCP notessince January 21, 2009 and, as such, no meaningful market quote isavailable. Canaccord says there is a significant amount ofuncertainty in estimating the amount and timing of cash flowsassociated with the ABCP. The Company estimated the fair value ofits ABCP by discounting expected future cash flows on aprobability weighted basis considering the best available data atDecember 31, 2009.

About Canaccord Financial

Through its principal subsidiaries, Canaccord Financial Inc. is aleading independent, full-service financial services firm, withoperations in two principal segments of the securities industry:wealth management and global capital markets. Since itsestablishment in 1950, Canaccord has been driven by an unwaveringcommitment to building lasting client relationships. We achievethis by generating value for our individual, institutional andcorporate clients through comprehensive investment solutions,brokerage services and investment banking services. Canaccord has37 offices worldwide, including 29 Wealth Management officeslocated across Canada. Canaccord Adams, the international capitalmarkets division, operates in the U.S., U.K., Canada and Barbados.

Canaccord Financial Inc. is publicly traded under the symbol CF onthe TSX and the symbol CF. on AIM, a market operated by the LondonStock Exchange.

As reported by the Troubled Company Reporter on March 18, 2008,Justice Colin Campbell of the Ontario Superior Court of Justicegranted an application filed on March 17 by The Pan-CanadianInvestors Committee for Third-Party Structured ABCP under theprovisions of the Companies' Creditors Arrangement Act. TheCommittee asked the Court to call a meeting of ABCP noteholders tovote on a plan to restructure 20 trusts affecting C$32 billion ofnotes. The trusts were covered by the Montreal Accord, anagreement entered by international banks and institutionalinvestors on Aug. 16, 2007 to work out a solution for the ABCPcrisis in Canada. Justice Campbell appointed Ernst & Young, Inc.,as the Applicants' monitor, on March 17, 2008.

On March 17, 2008 the Pan-Canadian Investors Committee for ABCPfiled proceedings for a plan of compromise and arrangement underthe Companies' Creditors Arrangement Act (Canada) with the OntarioSuperior Court. The Court issued the final implementation orderin the ABCP restructuring process on January 12, 2009 and therestructuring closed on January 21, 2009.

CARMIKE CINEMAS: Debt Trades at 0.27% Off in Secondary Market-------------------------------------------------------------Participations in a syndicated loan under which Carmike Cinemas,Inc., is a borrower traded in the secondary market at 99.73 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents an increase of 1.23percentage points from the previous week, The Journal relates.The Company pays 250 basis points above LIBOR to borrow under thefacility. The debt matures on May 19, 2012, and is not rated byMoody's and Standard & Poor's. The syndicated loan is one of thebiggest gainers and losers among 180 widely quoted syndicatedloans with five or more bids in secondary trading for the weekended Friday.

As stated by the Troubled Company Reporter, on Jan. 14, 2010,Standard & Poor's assigned Carmike Cinemas, Inc.'s proposed seniorsecured credit facilities of up to $305 million its issue-levelrating of "B-" (at the same level as the "B-" corporate creditrating on the company). S&P also assigned the facilities arecovery rating of "4", indicating S&P's expectation of average(30%-50%) recovery for lenders in the event of payment default.The credit facilities consist of a term loan up to $275 milliondue 2016 and a $30 million revolving credit facility due 2013. Inaddition, S&P affirmed its outstanding ratings on the company,including the "B-" corporate credit rating. The outlook on therating is stable.

Headquartered in Columbus, Georgia, and operating 246 cinematheatres with 2,282 screens located in 35 states, Carmike is thefourth largest motion picture exhibitor in the United States.

CATHOLIC CHURCH: Wilmington Has 2nd Nod for Investment Withdrawals------------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware authorizedthe Catholic Diocese of Wilmington, Inc., on a second interimbasis, to make certain withdrawals from the pooled investmentaccount for the benefit of the Diocese and certain pooledinvestors.

Subject to the terms of the Custody Agreement, Judge Sontchiauthorized the Diocese to make withdrawals from the pooledinvestment account and to process withdrawal requests of non-debtor pooled investors without further Court order, up to theseapplicable amounts:

Judge Sontchi also authorized the Diocese to continue to investand deposit funds into the pooled investment account in accordancewith its prepetition practices, without the need for a bond orother collateral as required by Section 345(b), and the entitieswith which the Diocese's pooled investment funds are deposited andinvested will be excused from full compliance with therequirements of Section 345(b) until 45 days following thedocketing of a final order directing compliance with Section345(b) as to specific accounts following the third interim hearingon the relief requested, which is currently set forMarch 1, 2010.

Notwithstanding Rule 6004(h) of the Federal Rules of BankruptcyProcedure, Judge Sontchi held that the terms and provisions of thesecond interim order will be effective nunc pro tunc to January 4,2010.

About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore ofMaryland and serves about 230,000 Catholics. The Delaware dioceseis the seventh Roman Catholic diocese to file for Chapter 11protection to deal with lawsuits for sexual abuse. Previousfilings were by the dioceses in Spokane, Washington; Portland,Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; andSan Diego, California.

CATHOLIC CHURCH: Wilmington's Removal Period Extended to May 1--------------------------------------------------------------Judge Christopher S. Sontchi of the United States Bankruptcy Courtfor the District of Delaware granted the request and extended toMay 1, 2010, the Catholic Diocese of Wilmington, Inc.'s deadlinefor filing notices of removal of civil actions pending as of itsPetition Date.

The Diocese had asked to extend the Removal Period through andincluding May 17, 2010.

About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore ofMaryland and serves about 230,000 Catholics. The Delaware dioceseis the seventh Roman Catholic diocese to file for Chapter 11protection to deal with lawsuits for sexual abuse. Previousfilings were by the dioceses in Spokane, Washington; Portland,Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; andSan Diego, California.

CATHOLIC CHURCH: Court Directs Wilmington Fee Examiner------------------------------------------------------The United States Bankruptcy Court for the District of Delaware,having determined that the size and complexity of the CatholicDiocese of Wilmington, Inc.'s bankruptcy case will result in thefiling of numerous and lengthy professional fee applications,directed the Diocese and the Official Committee of UnsecuredCreditors to confer regarding the appointment of a fee examinerand the establishment of related procedures concerning the feeexaminer's review of the professional fee applications.

Judge Sontchi maintained that the Court will not consider interimor final fee applications prior to the review by the fee examinerand the submission of a report to the Court. He directed theDiocese to submit under certification of counsel by March 3, 2010,a proposed order regarding the appointment of a fee examiner andthe establishment of related procedures.

The certification will indicate whether the proposed order has theconsent of the Creditors Committee, and, if not, the scope andbasis of any dispute.

About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore ofMaryland and serves about 230,000 Catholics. The Delaware dioceseis the seventh Roman Catholic diocese to file for Chapter 11protection to deal with lawsuits for sexual abuse. Previousfilings were by the dioceses in Spokane, Washington; Portland,Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; andSan Diego, California.

CCS MEDICAL: Has Equivalent of Second-Lien Committee----------------------------------------------------Steven Church at Bloomberg News reported last week that U.S.Bankruptcy Judge Christopher Sontchi revoked an order that wouldhave required an official committee for second-lien lenders owed atotal of at least $110 million by CCS Medical Inc. Judge Sontchitook the action Feb. 2, after the U.S. Trustee said not enougheligible creditors were willing to sit on a committee. Threemembers were needed to form a committee.

According to Bill Rochelle at Bloomberg News, while CCS MedicalInc. won't have an official committee to represent second-liencreditors, it will have the functional equivalent. Judge Sontchidecreed on Feb. 2 that the legal expenses of the second-liencreditors from Nov. 23 forward will be paid by CCS. He also saidthat the second-lien creditors' lawyers can be paid currently justlike counsel for CCS and the official creditors' committee.

CCS Medical has sent its proposed Chapter 11 plan to creditors forvoting. The Plan swaps the Debtors' first lien lender debt for$200 million in new notes and 100% of the new equity.

Second lien lenders had requested another appraisal on theCompany's value. Goldman Sachs & Co. has valued the Company at$230 million to $286 million, giving less than 100 cents on thedollar available to repay first lien lenders of their $350 millionin claims.

The Plan, however, provides for potential recovery to unsecuredcreditors in the form of cash or warrant, based on a "gift"provided by first lien lenders, who will recover 66% and 82% oftheir claims. The first lien lenders have agreed to provide aportion of their recovery on account of the first lien lenderclaims in the form of warrants and cash as a "gift" to certainholders of allowed second lien lender claims, allowed trade claimsand allowed general unsecured claims.

Founded in 1994, CCS Medical -- http://www.ccsmed.com/-- has become a leading provider of medical supplies. CCS Medicalassists patients that need diabetes test strips, insulin pumps,urological supplies, ostomy supplies, advanced wound caredressings and prescription drugs. Clear Water, Florida-based CCSMedical specializes in providing a convenient way for patients toreceive supplies for their chronic illnesses in a manner thatsaves them time and money.

CHARTER COMMS: Bank Debt Trades at 6% Off in Secondary Market-------------------------------------------------------------Participations in a syndicated loan under which CharterCommunications, Inc., is a borrower traded in the secondary marketat 93.75 cents-on-the-dollar during the week ended Friday, Feb. 5,2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents an increaseof 1.03 percentage points from the previous week, The Journalrelates. The Company pays 262.5 basis points above LIBOR toborrow under the facility. The debt matures on March 6, 2014.Moody's has withdrawn its rating, while Standard & Poor's hasassigned a BB+ rating, on the bank debt. The syndicated loan isone of the biggest gainers and losers among 180 widely quotedsyndicated loans with five or more bids in secondary trading forthe week ended Friday.

About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (PinkOTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator inthe United States. Charter provides a full range of advancedbroadband services, including advanced Charter Digital Cable(R)video entertainment programming, Charter High-Speed(R) Internetaccess, and Charter Telephone(R). Charter Business(TM) similarlyprovides scalable, tailored, and cost-effective broadbandcommunications solutions to business organizations, such asbusiness-to-business Internet access, data networking, video andmusic entertainment services, and business telephone. Charter'sadvertising sales and production services are sold under theCharter Media(R) brand.

Charter Communications and more than a hundred affiliates filedvoluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.Case No. 09-11435). As of March 31, 2009, the Debtors had totalassets of $13,650,000,000, and total liabilities of$24,501,000,000. Pacific Microwave filed for bankruptcy April 20,2009, disclosing assets of not more than $50,000 and debts of morethan $1 billion.

Judge James M. Peck of the U.S. Bankruptcy Court for the SouthernDistrict of New York approved the Debtors' pre-arranged joint planof reorganization in a bench ruling on Oct. 15, 2009.

On Nov. 30, 2009, Charter Communications, Inc., announced that ithas successfully completed its financial restructuring, whichsignificantly improves the Company's capital structure by reducingdebt by approximately 40 percent, or approximately $8 billion.

Charter Communications, Inc., has emerged from Chapter 11 underits pre-arranged Joint Plan of Reorganization, which was confirmedby the United States Bankruptcy Court for the Southern District ofNew York on Nov. 17, 2009.

CHAUTAUQUA COUNTY: S&P Downgrades Long-TERM Rating to "BB+"-----------------------------------------------------------Standard & Poor's Ratings Services said that it lowered its long-term rating to "BB+" from "A+" and withdrew its short-term ratingof "A-1+" on Chautauqua County Industrial Development Agency,N.Y.'s $58.5 million exempt facility revenue bonds (NRG DunkirkPower Project) series 2009 issued on behalf of NRG Dunkirk Power,following the remarketing of the debt. S&P also assigned its "1"recovery rating to the bonds, indicating its expectation of veryhigh (90%-100%) recovery of principal in the event of a paymentdefault. The bonds were originally issued on April 14, 2009, as astructured letter-of-credit-backed variable-interest-rateobligation, the rating on which was linked to that on the LOCprovider, Bank of America. Following the bonds' Feb. 1, 2010,conversion, they bear a fixed interest rate through the April 2042maturity and are secured by substantially all assets of NRG EnergyInc. and its subsidiaries. As a result, the bonds are rated paripassu with NRG's secured debt obligations, which are currentlyrated "BB+".

CHEMTURA CORP: Obtains $450-Mil. Replacement DIP Financing----------------------------------------------------------Bill Rochelle at Bloomberg News reports that Chemtura Corp. landed$450 million in new financing to replace the $400 million facilitydating from the height of the financial crisis. Chemtura says"significantly" lower rates on the new loan will save it $9.3million. The existing loan, to expire on March 22, would requirea $4 million fee for an extension. The new loan will be good forone year. Providers of the new loan include Citibank NA, Bank ofAmerica NA, Barclays Bank Plc, and Wells Fargo Foothill LLC.

According to the report, the Company is also seeking an extensionuntil June 11 of the exclusive right to propose a Chapter 11 plan.Chemtura said that unresolved contingent and unliquidated claimsare preventing the confirmation of a reorganization plan. Themotion pointed to $2 billion in governmental environmentalclaims and 375 personal injury claims resulting from thedistribution of diacetyl. Otherwise, Chemtura is "optimistic"about emerging from reorganization in the "near term."

About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, cropprotection products, and pool, spa and home care products.

CHEMTURA CORP: Seeks Nod for New $450-Mil. DIP Facility-------------------------------------------------------Chemtura Corporation, debtor-in-possession filed a motion with theU.S. Bankruptcy Court for the Southern District of New York (the"Court") seeking approval of an Amended and Restated Debtor-in-Possession ("DIP") Credit Agreement. Citibank, N.A. together withBank of America N.A., Barclays Bank PLC and Wells Fargo FoothillLLC and other lenders are parties to the new DIP facility. Thenew $450 million DIP facility, which refinances Chemtura'sexisting $400 million DIP facility, provides Chemtura withimproved financing and credit terms and additional financialflexibility, and it permits capital expenditures necessary toexecute its business plan.

"The lenders have shown confidence in the company's strongperformance and management by increasing the DIP facility by$50 million and at the same time by significantly lowering thefinancing costs," said Craig A. Rogerson, Chemtura's Chairman,President and Chief Executive Officer. "The improved terms of thenew DIP facility are a reflection of the improving credit marketsas well as a testament to the outstanding progress we are makingin our restructuring efforts."

Chemtura is working diligently with its constituencies to developa consensual Plan of Reorganization.

"We are confident that filing a plan with the support of ourcreditors is the quickest path to emerge from Chapter 11 astronger and more nimble global enterprise, best equipped to growand meet the needs of our customers," Rogerson said. "We aregrateful to have received significant support and encouragementfrom all of our stakeholder groups, including our creditors,lenders, customers, suppliers and others. Most importantly, wevery much appreciate the unrelenting efforts of Chemtura'stalented employees."

About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, cropprotection products, and pool, spa and home care products.

CHEMTURA CORP: Fee Applications of 20 Firms Approved----------------------------------------------------Bankruptcy Judge Robert Gerber granted on January 28, 2010, thesecond interim fee applications of more than 20 bankruptcyprofessionals in the Chapter 11 cases of Chemtura Corporation andits debtor affiliates for services rendered for the fee periodfrom July 1, 2009, through October 31, 2009,

The Allowed Fees for the Second Interim Fee Period totalapproximately US$18,000,000, EUR8,000, CHF58,000 and GBP60,000,and the Allowed Expenses for the same Fee Period total aboutUS$854,000, GBP1,500 and CHF2,500.

The Court essentially permits the Debtors to pay the Allowed Feesand Expenses for the Second Interim Fee Period, less certain"fees held back."

A detailed table of the Approved Fees and Expenses for the SecondInterim Fee Period is available for free at:

The Court simultaneously authorized the Debtors to pay 13bankruptcy professionals half of their Fees and Expenses heldback from the First Interim Fee Period of March to June 2009,without prejudice to the right of each Professional to seekpayment of the balance of amounts or the "remaining holdback" ata later time.

The Hold Back Fees authorized to be paid aggregate approximatelyUS$1,300,000 and GBP77,000, a detailed table of which isavailable for free at:

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, cropprotection products, and pool, spa and home care products.

CHEMTURA CORP: Malone, et al., Want to Conduct Rule 2004 Exam-------------------------------------------------------------Lisa Jo Malone and 58 plaintiffs in state court actions pendingin Allegheny County, Pennsylvania, in addition to six plaintiffswhose claims have not been asserted in the State Court Actionsbefore the automatic stay became effective in the Debtors'Chapter 11 cases, ask the Court to direct the Debtors to producecertain documents pursuant to Rules 2004 and 9016 of the FederalRules of Bankruptcy Procedure.

The Plaintiffs reside in Texas, North Carolina, Indiana,Tennessee, Washington, New York, and Maryland. Ms. Malone andthe 58 Initial Plaintiffs each filed their State Court Actions inthe Court of Common Pleas of Allegheny County, Pennsylvania,seeking judgment against several defendants, including DebtorChemtura Corporation as successor to Witco Chemical Corporation,for damages caused by the Defendants' alleged negligence, strictliability, and intentional misconduct in manufacturing,marketing, distributing, and selling coal tar pitch to which thePlaintiffs were exposed during their employment at variousaluminum smelters owned and operated by Alcoa for the period from1946 through 2000. The New Plaintiffs suffered similar injuriesduring their employment at aluminum smelters owned and operatedby Alcoa, Inc., but have not yet filed their claims as of thePetition Date when the automatic stay became effective withrespect to the Debtors.

The Pennsylvania State Court has designated the State CourtActions as complex litigation and consolidated them for discoverypurposes only.

During the course of discovery in the State Court Action andprior to the Petition Date, Chemtura, as Witco's successor,produced declaration pages on Witco's Comprehensive LiabilityPolicies for the years 1962 to 1986, which provided liabilityinsurance for bodily injury.

Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP, in NewYork, says that each of the Declarations appear to indicate thatthe Policies provide annual limits ranging from $750,000 to$1,000,000 for bodily injury per occurrence, similar to mostother general liability policies. He also notes that ChemturaCorp. is not listed as a beneficiary of the proceeds of thePolicies.

Discovery in the State Court Actions is ongoing and no trial datehas been set, according to Mr. Halperin. He notes that on orabout the Petition Date, Chemtura filed a "Suggestion ofBankruptcy" in the State Court Actions, which were thenautomatically stayed with respect to Chemtura.

The basis of the State Court Actions is personal injury in thenature of cancer to various organs of the body caused fromexposure to the carcinogenic substance coal tar pitch during thePlaintiffs' employment, Mr. Halperin relates. As a result ofexposure to the defendants' products, he notes that certain ofthe Plaintiffs or their decedents have died and many otherPlaintiffs have advanced stages of cancer and will likely die inthe relatively near future. "Consequently, time is of theessence in the prosecution of their claims," Mr. Halperinasserts.

Accordingly, in order to avoid substantial delays and hardship onthe Plaintiffs in the prosecution of their claims in the StateCourt Actions and avoid multiplicity of lawsuits, the Plaintiffsmay seek relief from the automatic stay to allow the State CourtActions to proceed against Chemtura with respect to coverageunder the Policies in addition to the non-debtor defendants.

However, because only the Declarations were produced duringdiscovery in the State Court Actions prior to the Petition Dateand not full copies of the Policies, the Plaintiffs have not beenable to confirm the nature and extent of Chemtura's interest, ifany, in the Policies, including the nature and extent of anydeductable or self insured portion under the Policies. In thislight, the Plaintiffs seek the production of, among others, fullcopies of the Policies.

About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, cropprotection products, and pool, spa and home care products.

CHEMTURA CORP: Objects to $2.1 Billion in EPA Claims----------------------------------------------------Chemtura Corp. and its units ask the Court to disallow Claim Nos.11672, 11767, 11797, 11584, and 11993 filed by the United Statesof America on behalf of the United States Environmental ProtectionAgency.

The EPA Claims, filed pursuant to the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980 with respect to21 different site locations, assert past and future estimatedresponse costs and penalties, totaling approximately $2.1 billionplus additional unliquidated amounts.

The U.S. Government also seeks "natural resource damages" fordamages at the Diamond Alkali Superfund Site in an amountestimated at approximately $1.2 million.

The Government further alleges under the Claims that the Debtorshave or may in the future have environmental liabilities forunnamed properties that are part of their Chapter 11 estates orfor the migration of hazardous substances from current propertyof their estates.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,contends that as a whole, the EPA Claims contain insufficientallegations, have no documentation, and fail to disclose all ofthe assumptions behind the Government's calculations used in theClaims. With regard to past remediation costs, Mr. Cieri assertsthat the Claims are based on actions which were arbitrary andcapricious and do not comport with the National Contingency Planor other applicable guidance.

Furthermore, as to anticipated costs, Mr. Cieri disputes that theClaims are based on highly speculative and unsupported responsecost projections. He says that compounding the inherentunfairness of the asserted Claims, the Government hassystematically ignored the issue of fair allocation, seekinginstead to hold the respective Debtors jointly and severallyliability on account of the Claims, despite recognizing thesubstantial role of other potentially responsible parties incontributing to the alleged contamination.

"In this regard, the Government's Claims fail to recognize that,even if the Debtors did contribute to the contamination ofcertain of the subject sites, the Debtors would bear, at most,only limited responsibility," Mr. Cieri argues. "Any otherresult would be highly inequitable, harmful to creditors of theDebtors' estates and contrary to applicable law and practice."

About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, cropprotection products, and pool, spa and home care products.

The Debtor did not file a list of its 20 largest unsecuredcreditors when it filed its petition.

The petition was signed by Mr. Phouasalith.

CIRCUIT CITY: InterTAN Stay Period Extended to April 30-------------------------------------------------------At the request of InterTAN Canada Ltd. and Tourmalet Corporation,Honorable Justice Geoffrey B. Morawetz of the Superior Court ofJustice (Commercial List) for the Province of Ontario extendedthe Applicant's stay period to April 30, 2010. The stay waspreviously extended until January 31, 2010.

Alvarez & Marsal Canada ULC, the appointed monitor, has madesubstantial progress in reviewing, reconciling and administeringthe proofs of claim in the Claims Processes. However, a numberof disputed claims still remain to be determined. The Monitor isassisting the Applicants and the Purchaser in attempting toresolve their differences concerning the Closing Date FinancialStatement.

The extension sought is necessary in order to complete the finalstages of the Claims Processes and to allow for the expeditiousdistribution of the Sale Proceeds to the creditors andshareholders of the Applicants, according to the Applicants'counsel, Goodmans LLP, in Toronto, Canada.

Pursuant to the First Distribution Order, the Monitor madedistributions, from the proceeds of the Sale Transaction andother amounts received by or owing to InterTAN that were in theMonitor's possession, aggregating C$11,672,749, to thosecreditors set forth in the First Distribution Order. The amountsincluded interest on claims calculated at a rate of 5% per annum.

These distributions, together with revisions and disallowancesissued by the Monitor in the Claims Process, resolved 527 of thetotal 598 Pre-Filing and Post-Filing Claims filed with theMonitor.

As of January 21, 2010, the Monitor was holding, in trust, anaggregate of C$90,434,192.

After revisions and disallowances described in the EleventhReport, and taking into account "additional pre-filing" and"restructuring" claims filed after November 30, 2009, thereremained to be administered (i) 61 Pre-Filing proofs of claim,(ii) three additional pre-filing claims, and (iii) sevenrestructuring claims.

The Court also ordered that the Monitor distribute from thebalance of the Sale Proceeds and other amounts received by orowing to InterTAN that are in the Monitor's possession, amountingto C$5,784,906, to be distributed to those creditors, inclusiveof interest calculated at a rate of 5% per annum, by today,February 3, 2010.

The Court also authorized and directed the Monitor to distribute,in amounts consistent with the Monitor's recommendation in itsTwelfth Report, to the claimants on account of a settlement orresolution of their claims, as may be agreed to in writingbetween the applicable claimant, the Monitor, InterTAN, and thePurchaser.

The distributions made will be in full and final satisfaction ofthe claims of the recipients against the Applicants.

About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products,entertainment software and related services in the U.S. andCanada.

Circuit City Stores together with 17 affiliates filed a voluntarypetition for reorganization relief under Chapter 11 of theBankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadianoperations, also sought protection under the Companies' CreditorsArrangement Act in Canada.

To recall, on March 25, 2009, the Court approved a wind downincentive and retention plan, as modified by agreement with theOfficial Committee of Unsecured Creditors, and authorized paymentof wind down incentive pay to participants in that plan.

Under the Wind Down Incentive Plan and Retention Plan,participants were divided into two categories. Tier IParticipants consisted of management level employees that may beconsidered "insiders," as the term is defined in Section 101(31)of the Bankruptcy Code. Tier II Participants consisted of non-insider key employees.

With respect to Tier I Plan Participants, payments have been orwill be made in accordance with the Wind Down Incentive andRetention Plan upon completion of tasks associated with eachpayment. With respect to Tier II Plan Participants, however, theWind Down Incentive and Retention Plan expired on January 15,2010, Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,Virginia, relates.

The Debtors and the Creditors Committee have proposed andsolicited votes on their First Amended Joint Plan of Liquidation,which contemplates the continued liquidation of the Debtors'assets, reconciliation of liabilities, and the distributionsaccording to the priorities set forth in the Bankruptcy Code.

The Debtors have continued to work towards an orderly andefficient liquidation process. To assist them with that process,the Debtors currently have 23 full-time employees. At this time,the Debtors believe that the continued employment of theirremaining employees is in the best interests of their creditorsand estates.

According to Mr. Foley, the Debtors' ability to keep theirremaining employees is threatened by three primary factors:

(1) The employees recognize that, due to the liquidation, long-term employment with the Debtors is not an option.

(2) The employment market in Richmond has improved considerably over the last several months. Indeed, the Debtors have had certain unexpected resignations by certain key employees.

(3) The Wind Down Incentive and Retention Plan expired. As a result, the Debtors have no ability to "incentivize" their employees to remain until their services are no longer needed.

None of the Plan Participants are members of the Debtors'management or "insiders," and are not persons in control of theDebtors, Mr. Foley explains.

Liquidation Retention Plan

Because the Wind Down Incentive and Retention Plan has expired,it is imperative that the Plan Participants continue to bemotivated to provide their substantial contributions to theliquidation of the Debtors. The Liquidation Retention Plan wouldhelp ensure that Plan Participants, each of whom is essential tothe liquidation process and critical to managing the effectiveand timely liquidation of the Debtors' estates, are retained inorder to maximize value for the Debtors' creditors, Mr. Foleysays.

The Liquidation Retention Plan consists of retention bonuspayments to the Plan Participants based on their continuedservice to the Debtors through the earlier of (i) the date theDebtors sever the Plan Participant and (ii) the effective date ofa plan of liquidation. All payments to a particular PlanParticipant under the Liquidation Retention Plan will be made oneach participant's applicable End Date.

Although the total payments under the Liquidation Retention Planwill vary, the Debtors estimate that they will accrue $9,400.

If a Plan Participant voluntarily terminates his employment or isterminated for cause before the End Date, the Plan Participantwill not receive any portion of any payment that he would havereceived had he continued to be employed by the Debtors on theEnd Date.

The Liquidation Retention Plan treats each Plan Participantdifferently, and payments to a particular Plan Participant dependon three factors: (i) weekly salary, (ii) the percentage of theweekly salary designated under the Liquidation Retention Plan,and (iii) the number of weeks actually worked beginning withthe first week after the Debtors' Wind Down Incentive andRetention Plan ended for the particular Plan Participantand ending on that Plan Participant's applicable End Date.

Notably, the Plan Participants are not required to accomplishspecific performance metrics to be eligible for payment.

The Creditors' Committee has advised the Debtors that it supportsthe approval of the Liquidation Retention Plan.

The Debtors also seek, pursuant to Section 107(b) of theBankruptcy Code and Rule 9018 of the Federal Rules of BankruptcyProcedure, to file the list of the Plan Participants and theterms of their retention bonus payments under seal to protect theemployees from potential harm caused by the disclosure ofconfidential information.

In separate filings, the Debtors seek to shorten the noticeperiod and to expedite hearing on the motion to be heard onFebruary 11, 2010.

Mr. Foley explains that the delay in filing the motion until thispoint was to provide the Creditors' Committee with an opportunityto review and provide comments on the motion. The Creditors'Committee also consents to having the motion heard on anexpedited basis and shortened notice.

About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products,entertainment software and related services in the U.S. andCanada.

Circuit City Stores together with 17 affiliates filed a voluntarypetition for reorganization relief under Chapter 11 of theBankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadianoperations, also sought protection under the Companies' CreditorsArrangement Act in Canada.

CIRCUIT CITY: Proposes March 31 as 2nd Admin. Claims Bar Date-------------------------------------------------------------Pursuant to Sections 105 and 503 of the Bankruptcy Code and Rules2002 and 9007 of the Federal Rules of Bankruptcy Procedure, theCircuit City Stores Inc. and its units ask the Court to setMarch 31, 2010, at 5:00 p.m., Pacific Time, as the secondadministrative bar date within which certain administrativeexpense requests must be filed.

On May 15, 2009, the Court set June 30, 2009, as the bar date forfiling claims for administrative expenses that arose from thePetition Date through and including April 30, 2009.

At this stage of the Debtors' cases, they believe thatestablishing a Second Administrative Bar Date is appropriate andwill help facilitate an orderly liquidation of their estates,Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,Virginia, says.

For purposes of the Second Administrative Bar Date, theDebtors propose that the term "Administrative Expense" mean, asto or against any of the Debtors (i) any right to payment,whether or not that right is reduced to judgment, liquidated,unliquidated, fixed, contingent, matured, unmatured, disputed,undisputed, legal, equitable, secured or unsecured, or (ii) anyright to an equitable remedy for breach of performance if thatbreach gives rise to a right to payment, whether or not thatright to an equitable remedy is reduced to judgment, fixed,contingent, matured, unmatured, disputed, undisputed, secured orunsecured, that (1) satisfies Sections 365(d)(3), 365(d)(5), or503(b), including 503(b)(1) through (b)(8) of the BankruptcyCode, but excluding Section 503(b)(9); and (2) first arose -- or,only in the case of unexpired leases of real and personalproperty, accrued -- from and after May 1, 2009, through andincluding December 31, 2009.

The Debtors propose that a request for payment of anAdministrative Expense be filed by March 31, 2010, by allholders, including persons, entities, individuals, partnerships,corporations, estates, trusts, indenture trustees, unions andgovernmental units of an Administrative Expense.

According to Mr. Foley, these holders need not file anAdministrative Expense Request:

(a) Parties that have already properly filed an Administrative Expense Request with the Court or Kurtzman Carson Consultants LLC, the Claims Agent, that clearly sets forth that the party is asserting an Administrative Expense;

(b) Parties whose Administrative Expense has been previously allowed by order of the Court;

(c) A Debtor or Debtors holding an Administrative Expense against one or more other Debtors; and

(d) Professional advisors, including attorneys, financial advisors, accountants, claims agents, or other professionals, retained by the Debtors or the Official Committee of Unsecured Creditors under Bankruptcy Code Sections 327, 328 or 1103 and whose Administrative Expense is for services rendered and reimbursement of expenses in the Chapter 11 cases.

The Debtors also ask that any holder of a 503(b)(9)administrative claim, which claim or expense was required to befiled by December 19, 2008 -- the 503(b)(9) Bar Date -- pursuantto order of the Court -- the 503(b)(9) Bar Date Order -- and anyholder whose claim/expense was required to be filed by June 30,2009, pursuant to the First Administrative Bar Date Order, notnow be permitted to file an Administrative Expense Request.

As set forth in the 503(b)(9) Bar Date Order, any person orentity holding a claim/expense pursuant to Bankruptcy CodeSection 503(b)(9) that failed to file a claim/expense request onor before December 19, 2008, is forever barred and estopped fromasserting a claim/expense pursuant to Bankruptcy Code section503(b)(9) against the Debtors, their estates, or the property ofany of them, absent further Court order.

Similarly, as set forth in the First Administrative Bar DateOrder, any person or entity holding a claim/expense that firstarose -- or, only in the case of unexpired leases of real andpersonal property, accrued -- in the First Administrative Period,that failed to file a claim/expense on or before June 30, 2009,is forever barred and estopped from asserting a claim/expensepursuant to Bankruptcy Code Sections 365(d)(3), 365(d)(5), or503(b), first arising -- or, only in the case of unexpired leasesof real and personal property, accruing -- during the FirstAdministrative Period, against the Debtors, their estates, or theproperty of any of them, absent further order of the Court.

Mr. Foley clarifies that this motion is not a request for anextension of either deadline.

Form and Procedure for Administrative Expense Requests

The Debtors ask the Court to establish Second Administrative BarDate procedures.

For an Administrative Expense Request to be considered, it must(i) be in writing, (ii) be denominated in lawful United Statescurrency, (iii) specify the Debtor against which the claimantasserts an Administrative Expense, (iv) set forth withspecificity the legal and factual basis for the AdministrativeExpense, and (v) have attached to it supporting documentation.

Holders will not be permitted to aggregate AdministrativeExpenses against multiple Debtors in a single Request.

For any Administrative Expense Request to be validly and properlyfiled, a signed original of the completed Request together withaccompanying documentation must be delivered to the Claims Agentby the Second Administrative Expense Bar Date, in person, bycourier, hand delivery or by mail, but not by facsimile or otherelectronic means.

Administrative Expense Requests will be deemed filed whenactually received by the Claims Agent. Filing the Requests withthe Claims Agent rather than with the Court will enable theDebtors to orderly review and reconcile any filed AdministrativeExpense Requests.

Following the Second Administrative Expense Bar Date, the Debtorswill begin the process of reconciling Requests. To the extentany improper Administrative Expense Requests are filed, theDebtors will object to the Requests at least 30 days before ascheduled hearing, unless the period is shortened by Court order,to which the holder will have an opportunity to respond.

The Debtors also submit that the Omnibus Objection Proceduresapproved by the Court apply to Administrative Expense Requests,and should apply to objections to the Requests only to the extentthat the Omnibus Objection Procedures are not inconsistent withthe present motion, the order, or the Second Administrative BarDate notice.

Through the Second Administrative Bar Date Notice, the Debtorswill advise holders of potential Administrative Expenses that ifthey fail to file a request for payment of their AdministrativeExpense by the Second Administrative Bar Date, they (a) will beforever barred and estopped from asserting their AdministrativeExpense against the Debtors or their estates and (b) will not bepermitted to receive payment from the Debtors' estates orparticipate in any distribution under any plan or plans ofliquidation in the Chapter 11 cases on account of theAdministrative Expenses.

About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products,entertainment software and related services in the U.S. andCanada.

Circuit City Stores together with 17 affiliates filed a voluntarypetition for reorganization relief under Chapter 11 of theBankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadianoperations, also sought protection under the Companies' CreditorsArrangement Act in Canada.

CITADEL BROADCASTING: Bank Debt Trades at 18% Off-------------------------------------------------Participations in a syndicated loan under which CitadelBroadcasting Corporation is a borrower traded in the secondarymarket at 81.54 cents-on-the-dollar during the week ended Friday,Feb. 5, 2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents an increaseof 1.54 percentage points from the previous week, The Journalrelates. Citadel pays 175 basis points above LIBOR to borrowunder the loan facility, which matures on June 1, 2014. Moody'shas withdrawn its rating, while Standard & Poor's has assigned adefault rating, on the bank debt. The syndicated loan is one ofthe biggest gainers and losers among 180 widely quoted syndicatedloans with five or more bids in secondary trading for the weekended Friday.

Citadel Broadcasting Corporation (OTC BB: CTDB) --http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reachingmore than 50 markets. Citadel is comprised of 166 FM stations and58 AM stations in the nation's leading markets, in addition toCitadel Media, which is one of the three largest radio networks inthe United States.

CITIGROUP INC: Eyes Expansion of Operations in Asia---------------------------------------------------Jon Jacobs at eFinancialCareers last week reported that CitigroupInc. is among institutions that are focusing or re-focusing globalgrowth ambitions on Asia, especially China and India.

According to eFinancialCareers, Citi's Chief Executive VikramPandit told the Financial Times Wednesday in Hong Kong that a bigpart of Citicorp is its emerging market franchise and Asia-Pacificis a substantial part of it. "And you will see us expandingacross Asia-Pacific this year," Mr. Pandit told FT, according toeFinancialCareers.

According to eFinancialCareers, Mr. Pandit's remarks to the FTrefute speculation the firm would sell off some Asian assets aspart of an ongoing plan to shrink its balance sheet and pay downdebt. eFinancialCareers said Mr. Pandit related that expansionplans this year include Japan, India, China, Indonesia, Malaysiaand Hong Kong. eFinancialCareers said Mr. Pandit was touringmajor Asian cities last week.

eFinancialCareers noted that Citi owns stakes in two Chinesedevelopment banks and one Indian bank. Citi opened six retailbranches in Hong Kong Wednesday, raising its total there to 32.On China's mainland, Citi has 28 branches in nine cities and hassaid it is in "active conversations' with a local brokerage firmfor a joint venture to underwrite and trade stocks in Shanghai.Citi is also seeking approvals in India to add to the 42 retailbranches it operates in that country

CLAIRE'S STORES: Bank Debt Trades at 19% Off in Secondary Market----------------------------------------------------------------Participations in a syndicated loan under which Claire's Stores,Inc., is a borrower traded in the secondary market at 80.93 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 0.86percentage points from the previous week, The Journal relates.The Company pays 275 basis points above LIBOR to borrow under thefacility. The debt matures on May 29, 2014, and carries Moody'sCaa2 rating and Standard & Poor's B- rating. The syndicated loanis one of the biggest gainers and losers among 180 widely quotedsyndicated loans with five or more bids in secondary trading forthe week ended Friday.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry forpreteens and teenagers, as well as for young adults in NorthAmerica and internationally. It offers jewelry products thatcomprise costume jewelry, earrings, and ear piercing services; andaccessories, including fashion accessories, hair ornaments,handbags, and novelty items.

As stated by the Troubled Company Reporter on Sept. 14, 2009,Claire's Stores, Inc., reported a net loss of $3.733 million forthe three months ended Aug. 1, 2009, from a net loss of $16.93million for the three months ended Aug. 2, 2008. The Companyreported a net loss of $32.75 million for the six months endedAug. 1, 2009, from a net loss of $52.50 million for the six monthsended Aug. 2, 2008.

At Aug. 1, 2009, the Company had $2.85 billion in total assets;and $190.73 million in total current liabilities and $2.72 billionin total long-term and other liabilities, resulting in$60.10 million in stockholders' deficit.

COMMISSARY OPS: Claim Priority Doesn't Nix New Value Defense------------------------------------------------------------Addressing a question of apparent first impression, WestLawreports, a Tennessee bankruptcy court has held that deliveries toa debtor that are entitled to administrative expense status under11 U.S.C. Sec. 503(b)(9), the section of the Bankruptcy Codeproviding that an allowed administrative expense includes thevalue of goods received by debtor in the ordinary course ofbusiness within 20 days before the petition date, are notdisqualified from constituting "new value" for purposes of acreditor's 'subsequent new value" defense under Sec. 547(c)(4).The court distinguished In re Phoenix Restaurant Group, Inc., 373B.R. 541 (M.D. Tenn. 2007), which involved a preferencedefendant's reclamation claim. Unlike goods subject toreclamation claims, a debtor can freely use goods subject to aSec. 503(b)(9) claim, and such goods satisfy the "money or money'sworth" definition of "new value" in Sec. 547(a)(2). Moreover, thepossibility that a Sec. 503(b)(9) claimant might receive paymentfor the deliveries it made to the debtor within 20 days prior tothe petition date does not negate the value represented by theclaim that the creditor provided to the debtor. The policy ofencouraging creditors to do business with debtors also supportedthe court's holding. In re Commissary Operations, Inc., --- B.R.----, 2010 WL 99036 (Bankr. M.D. Tenn.).

Headquartered in Nashville, Tennessee, Commissary Operations Inc.dba COI Foodservice Distribution and Manufacturing --http://www.coifoodservice.com/-- is a multi-facility food service distribution operation and supplier which delivers to more than1,200 restaurants in 29 U.S. states. For more than 40 years, thecompany's full-service operation has supplied products to well-known national restaurant chains such as Shoney's, Ryan's andApplebee's. The company has centers located in West Virginiaand Georgia, in addition to one in Tennessee.

CONSECO INC: Elects Charles Murphy as Additional Director---------------------------------------------------------Conseco, Inc., announced Wednesday that its board of directors hasnamed Charles Murphy as a director, effective immediately. Mr.Murphy was also appointed to the Investment Committee of theBoard.

Mr. Murphy, 48, is a senior vice president of Paulson & Co. Inc.and an analyst responsible for the insurance sector since joiningPaulson in May 2009. He has 20 years of experience as aninvestment banker, working with insurance companies on advisoryand capital raising assignments. He was co-head of the EuropeanFinancial Institutions Group at Credit Suisse, Deutsche Bank andMorgan Stanley.

Mr. Murphy has a Bachelor of Arts degree in economics fromColumbia College, a law degree from Harvard Law School and abusiness degree from the Sloan School of Management, MassachusettsInstitute of Technology.

Conseco Chairman Glenn Hilliard said, "We are extremely pleasedthat Charles has joined Conseco's board. His extensive financialand business experience will strengthen the board's efforts inguiding Conseco and fulfilling its goal to become a leadingprovider of insurance products to the middle income market."

On November 13, 2009, the Company completed the private sale of16.4 million shares of the Company's common stock and warrants topurchase an aggregate of 5.0 million shares of the Company'scommon stock to Paulson & Co. Inc. on behalf of several investmentfunds and accounts managed by it, for an aggregate purchase priceof $77.9 million, pursuant to a Stock and Warrant PurchaseAgreement dated October 13, 2009, between the Company and Paulson.Also on November 13, 2009, the Company and Paulson entered into anInvestor Rights Agreement.

Further information with respect to the Stock and Warrant PurchaseAgreement and the Investor Rights Agreement is set forth in Item1.01 of the Company's Current Report on Form 8-K that was filedwith the Securities and Exchange Commission on October 13, 2009, acopy of which is available at http://researcharchives.com/t/s?50e0

On November 13, 2009, the Company issued $176.5 million aggregateprincipal amount of its 7.0% Convertible Senior Debentures due2016 in the initial closing of a private offering of the NewDebentures to Morgan Stanley & Co. Incorporated, and onNovember 17, 2009, two investment funds managed by Paulsonpurchased $120.5 million aggregate principal amount of the NewDebentures from Morgan Stanley. The two funds managed by Paulsonhave entered into agreements with Morgan Stanley to purchase up toa total of $79.5 million additional aggregate principal amount ofNew Debentures.

A copy of the company's Current Report on Form 8-K containing adescription of the offering of the New Debentures and the terms ofthe New Debentures, is available at:

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States thatdevelop, market and administer supplemental health insurance,annuity, individual life insurance and other insurance products.The company became the successor to Conseco Inc. (Old Conseco), inconnection with its bankruptcy reorganization. CNO focuses onserving the senior and middle-income markets. The company sellsits products through three distribution channels: career agents,professional independent producers and direct marketing. CNOoperates through its segments, which includes Bankers Life,Conseco Insurance Group, Colonial Penn, other business in run-offand corporate operations.

* * *

Moody's Investors Service has affirmed the ratings of Conseco,Inc. (senior bank facility at Caa1) and its insurance subsidiaries(insurance financial strength at Ba2) and changed the outlook topositive from negative.

CONSECO INC: Repurchases $64 Million of Old Debentures------------------------------------------------------Conseco, Inc., announced Thursday that it has repurchased$64 million of its 3.50% Convertible Debentures due September 30,2035 (the "Old Debentures") in a privately negotiated transaction.In connection with the repurchase, the Company completed a secondclosing of $64 million aggregate principal amount of its 7.0%Convertible Senior Debentures due 2016 (the "New Debentures") aspart of its previously announced private offering of NewDebentures. The first closing of $176.5 million of the NewDebentures was completed on November 13, 2009, upon settlement ofa tender offer for Old Debentures.

The purchase price for the $64 million of Old Debentures was equalto 100% of the principal amount plus accrued and unpaid interest.As a result of the repurchase, Conseco expects to recognize a losson the extinguishment of debt of approximately $2 million,representing the write-off of unamortized discount and issuancecosts associated with the Old Debentures that were repurchased.

The issuance of the $64 million of New Debentures was madepursuant to the purchase agreement that Conseco entered into inOctober 2009 relating to the private offering of up to$293 million of the New Debentures. Conseco received aggregatenet proceeds of approximately $61.4 million in the second closingof the New Debentures (after taking into account the discountedoffering price less the initial purchaser's discounts andcommissions, but before expenses). After the repurchase, anaggregate of $52.5 million of the Old Debentures remainoutstanding.

In connection with the repurchase of the Old Debentures and theissuance of the New Debentures, the Company entered into a FirstSupplemental Indenture, which amended the Indenture for the NewDebentures, and Amendment Number One to the Purchase Agreement forthe New Debentures, in each case to include repurchases of the OldDebentures as a type of transaction under which the New Debenturesmay be issued or sold, as the case may be.

A copy of the First Supplemental Indenture dated as of February 3,2010, among Conseco, Inc. and The Bank of New York Mellon TrustCompany, N.A., as trustee, is available for free at:

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States thatdevelop, market and administer supplemental health insurance,annuity, individual life insurance and other insurance products.The company became the successor to Conseco Inc. (Old Conseco), inconnection with its bankruptcy reorganization. CNO focuses onserving the senior and middle-income markets. The company sellsits products through three distribution channels: career agents,professional independent producers and direct marketing. CNOoperates through its segments, which includes Bankers Life,Conseco Insurance Group, Colonial Penn, other business in run-offand corporate operations.

* * *

Moody's Investors Service has affirmed the ratings of Conseco,Inc. (senior bank facility at Caa1) and its insurance subsidiaries(insurance financial strength at Ba2) and changed the outlook topositive from negative.

CONVERA CORP: To Dissolve, Distributes $0.10 Per Share------------------------------------------------------Convera Corporation said it plans to file its Certificate ofDissolution with the Delaware Secretary of State on February 8,2010, in accordance with its previously announced plan of completedissolution and liquidation. Immediately after the close ofbusiness on February 8, 2010, the company will close its stocktransfer books and discontinue recording transfers of its commonstock, except by will, intestate succession or operation of law.Accordingly, it is expected that the trading of the company'sstock on the NASDAQ Stock Market will cease immediately after theclose of business on February 8, 2010.

Convera also announced that pursuant to its plan of dissolutionand liquidation as approved by shareholders, its board ofdirectors has declared an initial cash distribution of $0.10 pershare, payable to each shareholder of record as of the close ofbusiness on the record date, February 8, 2010, for each share ofConvera common stock held as of such date. Convera will pay thedistribution as soon as practicable following the record date.Convera contemplates making subsequent cash distributions to itsshareholders, amount and timing of which cannot be determined atthis time.

Additional information regarding the company's plan of dissolutionand liquidation and the previously announced Firstlight merger isavailable on Form 14-A, filed with the Securities and ExchangeCommission on December 31, 2009 and mailed to shareholders onJanuary 8, 2010. Convera's plan of dissolution contemplates anorderly wind down of its business and operations.

About Convera

Convera Corporation (Nasdaq: CNVR) -- http://www.convera.com/-- provides intelligent search, content and site monetizationsolutions for the publisher market. Convera's technologysolutions are employed across many diverse markets and in 40countries by leading publishers including Advanstar, CentaurMedia, CMPMedica, Lebhar-Friedman, Vance Publishing and WileyPublications. Convera is a public company based in Vienna,Virginia, and has been an established leader in the business ofsearch technologies since 1990.

CRESCENT RESOURCES: Bank Debt Trades at 60% Off-----------------------------------------------Participations in a syndicated loan under which CrescentResources, LLC, is a borrower traded in the secondary market at40.20 cents-on-the-dollar during the week ended Friday, Feb. 5,2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents a drop of1.43 percentage points from the previous week, The Journalrelates. The Company pays 300 basis points above LIBOR to borrowunder the facility. The debt matures on Nov. 8, 2012, and carriesMoody's B1 rating and Standard & Poor's B+ rating. The syndicatedloan is one of the biggest gainers and losers among 180 widelyquoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

Crescent Resources, LLC -- http://www.crescent-resources.com/-- is a land management and real estate development company withinterests in 10 states in the southeastern and southwestern UnitedStates. Crescent Resources is a joint venture between Duke Energyand Morgan Stanley Real Estate Fund. Established in 1969,Crescent creates mixed-use developments, country club communities,single-family neighborhoods, apartment and condominiumcommunities, Class A office space, business and industrial parksand shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed forChapter 11 protection on June 10, 2009, with the U.S. BankruptcyCourt for the Western District of Texas (Austin), lead case number09-11507, before Judge Craig A. Gargotta. Eric J. Taube, Esq., atHohmann, Taube & Summers, L.L.P., is serves as the Debtors'bankruptcy counsel.

The Journal, citing people close to the protracted tug-of-war forAsia's largest carrier, relates that American's bid to keep JALhas gained traction recently at least in part because of growingconcerns a JAL-Delta partnership would trigger antitrust concernsin the U.S.

The Troubled Company Reporter, citing the Wall Street Journal,said on January 13, 2010, that Japanese government officials werepushing JAL to choose Delta as its new alliance partner overAmerican. People familiar with the matter told the Journal atthat time that JAL received official advice that a tie-up withDelta would be more advantageous on the grounds that Delta has amore robust trans-Pacific flight network and a stronger Asiannetwork than American.

The Journal now relates one person close to the deliberations saidJAL's new chairman, Kazuo Inamori, started from scratch indeciding whether Asia's biggest carrier by revenue should allyitself with Fort Worth, Texas-based American or Atlanta-basedDelta in a joint venture on trans-Pacific flights.

Mr. Inamori, who took over as JAL's chairman Feb. 1, has hadconversations with officials in Washington focusing on whether aDelta-JAL tie-up would receive antitrust immunity, the Journal'ssource added.

The Journal relates the Enterprise Turnaround Initiative Corp. ofJapan, the quasi-governmental body that is tasked withrestructuring JAL, is also favoring a broader tie-up withAmerican.

JAL plans to tell Delta as early as this week that it willterminate the tie-up negotiation, while together with American theJapanese airline will apply for anti-trust immunity with the USDepartment of Transportation within this month, the AFP reportsciting the Nikkei business daily.

Masaru Onishi, the new president of JAL, said an official decisionon a partner is slated to be made this week or early next week,the Journal notes.

About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:AMR) operates with its principal subsidiary, American AirlinesInc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jetservice to about 150 destinations throughout North America, theCaribbean, Latin America, including Brazil, Europe and Asia.American is also a scheduled airfreight carrier, providingfreight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns tworegional airlines, American Eagle Airlines Inc. and ExecutiveAirlines Inc., and does business as "American Eagle." AmericanBeacon Advisors Inc., a wholly owned subsidiary of AMR, isresponsible for the investment and oversight of assets of AMR'sU.S. employee benefit plans, as well as AMR's short-terminvestments.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'corporate ratings from Standard & Poor's. They also continue tocarry 'B2' corporate family ratings from Moody's.

About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of airtransport services. The Company is active in five businesssegments through its 203 subsidiaries and 83 associated companies.JAL International Co. Ltd. is a wholly owned operating subsidiaryof Japan Airlines Corporation.

DENHAM HOMES: Section 341(a) Meeting Scheduled for March 2----------------------------------------------------------The U.S. Trustee for Region 11 will convene a meeting of creditorsin Denham Homes, LLC's Chapter 11 case on March 2, 2010, at1:30 p.m. The meeting will be held at 219 South Dearborn, Officeof the U.S. Trustee, 8th Floor, Room 802, Chicago, IL 60604.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

Proceeds from the new facilities will be used to repay the exitingterm loans B and C as well as the $70 million balance remaining onthe notes due 2011.

Moody's said the upgrade was prompted by continued improvement inoperating performance and financial metrics, a vastly improveddebt maturity schedule and management's commitment to andexecution of leverage reduction. In the past months leverage hasbeen reduced through an initial public offering (in October) thatgenerated proceeds of approximately $415 million which were usedto repay debt, as well as through asset sales. In addition,Dole's ownership structure was simplified as a result of theinternal restructuring transactions that took place concurrentlywith the IPO, while the remaining balance on the DHM Holding'sHotel and Wellness Center debt due March 2010 was extinguishedand/or transferred. At the same time, cross-default risks withaffiliates were eliminated. Moody's also noted recent favorablebusiness developments including several legal victories in DBCPcases, and an agreement by the EU announced in December, togradually reduce tariffs for bananas imported into Europe fromLatin America. The proposed refinancing will further improve thedebt maturity ladder by eliminating all near-term funding risk andwill reduce annual cash interest by approximately $20 million.

The SGL-2 rating reflects Moody's expectation that the company'sliquidity profile will remain solid. Dole does not expectmaterial usage under its $350 million revolving credit in the nearterm and following the proposed refinancing, will not face itsnext debt maturity until 2013. Moody's expect the company togenerate sufficient internal cash flow over the next 12 months tomeet all of its basic cash needs, allowing for some seasonalfluctuation. The SGL rating reflects that Moody's also expect thecompany to have adequate cushion above its new covenant levels, ofgenerally at least 20%.

Dole's B1 corporate family rating incorporates the company'searnings and cash flow volatility from its exposure to commoditymarkets as well as the impact of such uncontrollable factors asweather or political regulations on key products. Nonetheless, itenjoys a leadership position in its industry segment and has goodgeographic diversity. Credit metrics have strengthened fromimproved profit margins and debt reductions from the sale of non-core assets as well as the recent IPO. The company's strongmarket position and successful adjustment to the EU's bananaregime should allow for further improvement in profitability.

The stable outlook reflects Moody's expectation that Dole'soperating performance will be sustained at current or strongerlevels despite volatility inherent in the agricultural productindustry. It also assumes that Dole will continue toconservatively manage its balance sheet and liquidity, and will beable to further reduce leverage.

Ratings on the existing term loans and LOC facility will bewithdrawn following the closing of the new facilities.

Moody's most recent rating action for Dole was on October 29, 2009when Moody's changed the rating outlook on Dole Food's long-termratings (CFR at B2) to positive from stable and upgraded theprobability of default rating to B2 from B3. The company's otherratings were affirmed.

Headquartered in Westlake Village, California, Dole Food Company,Inc., is the world's largest producer of fresh fruit, freshvegetables and value-added fruits and vegetables. Sales for thetwelve months ended January 2, 2010, were approximately$6.8 billion.

DOLE FOOD: Bank Debt Trades at 100.26% in Secondary Market----------------------------------------------------------Participations in a syndicated loan under which Dole Food Company,Inc., is a borrower traded in the secondary market at 100.26cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 0.43percentage points from the previous week, The Journal relates.The Company pays 500 basis points above LIBOR to borrow under thefacility. The debt matures on April 5, 2013, and carries Moody'sBa2 rating and Standard & Poor's BB- rating. The syndicated loanis one of the biggest gainers and losers among 180 widely quotedsyndicated loans with five or more bids in secondary trading forthe week ended Friday.

In February 2010, Fitch Ratings said it is keeping the ratings andStable Outlook for Dole Food Company, Inc., and Solvest, Ltd, itsBermuda-based subsidiary, following the release of fiscal 2009operating results. Dole carries a long-term Issuer Default Rating'B'.

Standard & Poor's Ratings Services said that it affirmed its 'B'corporate credit rating, and other ratings, on Westlake Village,California-based Dole Food Co. Inc. The outlook is stable. About$1.6 billion of debt was outstanding as of Jan. 2, 2010.

The Debtors did not file a list of their 20 largest unsecuredcreditors when they filed their petition.

The petition was signed by the Joint Debtors.

E*TRADE FINANCIAL: BlackRock Discloses 6.43% Equity Stake---------------------------------------------------------BlackRock Inc. disclosed that as of December 31, 2009, it may bedeemed to beneficially own 120,683,427 shares or roughly 6.43% ofthe common stock of E*TRADE Financial Corporation.

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies providesfinancial services including trading, investing and relatedbanking products and services to retail investors. Securitiesproducts and services are offered by E*TRADE Securities LLC(Member FINRA/SIPC). Bank products and services are offered byE*TRADE Bank, a Federal savings bank, Member FDIC, or itssubsidiaries.

Mr. Velli will be a Class I member of the Board and will stand forelection by the stockholders at the next annual meeting. Mr.Velli was appointed to fill the seat formerly held by Mr. DonaldH. Layton who retired at the end of 2009.

Mr. Velli received restricted stock awards for 9,920 of theCompany's common shares in connection with his appointment and,otherwise, will receive cash and equity compensation under theCompany's non-employee director compensation policy as in effectfrom time to time, as described in its annual proxy statement.

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies providesfinancial services including trading, investing and relatedbanking products and services to retail investors. Securitiesproducts and services are offered by E*TRADE Securities LLC(Member FINRA/SIPC). Bank products and services are offered byE*TRADE Bank, a Federal savings bank, Member FDIC, or itssubsidiaries.

EDUCATION RESOURCES: Proposes to Pay Up to 60% of Unsecured Claims------------------------------------------------------------------The Education Resources Institute Inc. filed with the U.S.Bankruptcy Court for the District of Massachusetts a disclosurestatement explaining its plan of reorganization.

The Plan is being co-sponsored by the Official Committee ofUnsecured Creditors.

The Debtors will begin soliciting votes on the Plan followingapproval of the adequacy of the information in the DisclosureStatement.

According to the Disclosure Statement, holders of generalunsecured claims will recover approximately 40% to 60%. No holderof an allowed general unsecured claim will be able to collect onits claim other than from a plan trust.

Holders of claims assigned in other classes, including prioritynon-tax claims, secured claims and convenience claims, willrecover 100 cents on the dollar for their allowed claims.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

FLEXTRONICS INT'L: Bank Debt Trades at 4% Off in Secondary Market-----------------------------------------------------------------Participations in a syndicated loan under which FlextronicsInternational Ltd. is a borrower traded in the secondary market at96.15 cents-on-the-dollar during the week ended Friday, Feb. 5,2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents an increaseof 0.45 percentage points from the previous week, The Journalrelates. The Company pays 225 basis points above LIBOR to borrowunder the facility. The debt matures on Oct. 1, 2012. Moody'shas withdrawn its rating on the bank debt while it carriesStandard & Poor's BB+ rating. The syndicated loan is one of thebiggest gainers and losers among 180 widely quoted syndicatedloans with five or more bids in secondary trading for the weekended Friday.

The Company's liquidity as of March 31, 2009, was solid with$1.8 billion in cash and a fully available $2 billion seniorunsecured revolving credit facility which expires in May 2012.Additionally, Fitch expects Flextronics to produce strong freecash flow, even in the current environment with minimal workingcapital requirements and reduced capital spending plans. Fitchestimates that Flextronics has produced average annual free cashflow of nearly $500 million each of the past three years.Flextronics utilizes an accounts receivable securitizationfacility as well as accounts receivable sales agreements foradditional liquidity purposes.

Total debt as of March 31, 2009, was $3 billion and consistedprimarily of i) $195 million in 0% junior convertible subordinatednotes due July 2009 which Fitch expects to be redeemed fromexisting cash; $1.7 billion outstanding under a senior unsecuredterm loan facility, of which approximately $500 million is due inOctober 2012 with the remainder due in October 2014; $240 millionin 1% convertible subordinated notes due August 2010; $400 millionin 6.5% senior subordinated notes due May 2013; and $400 millionin 6.25% senior subordinated notes due November 2014. Flextronicsalso has around $200 million outstanding under its accountsreceivable securitization facility and $350 million outstandingunder various accounts receivable sales agreements.

FONTAINEBLEAU LV: Loses Appeal Attempt In Lender Fight------------------------------------------------------Law360 reports that a federal judge has rejected Fontainebleau LasVegas Holdings LLC's attempts to appeal one ruling moving adispute with its lenders out of bankruptcy court and anotherfinding that lenders' decisions to cut off financing to thecompany's casino resort project might have been reasonable.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than$1 billion in debt and a similar amount in assets, while each ofFontainebleau Las Vegas Capital Corp. and Fontainebleau Las VegasHoldings, LLC, listed less than $50,000 in assets and more than$1 billion in debts.

FORD MOTOR: Bank Debt Trades at 6% Off in Secondary Market----------------------------------------------------------Participations in a syndicated loan under which Ford Motor Co. isa borrower traded in the secondary market at 93.53 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents an increase of 1.11 percentagepoints from the previous week, The Journal relates. The Companypays 300 basis points above LIBOR to borrow under the facility.The debt matures on Dec. 15, 2013, and carries Moody's Ba3 ratingand Standard & Poor's B- rating. The syndicated loan is one ofthe biggest gainers and losers among 180 widely quoted syndicatedloans with five or more bids in secondary trading for the weekended Friday.

About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90plants worldwide, the company's automotive brands include Ford,Lincoln, Mercury and Volvo. The company provides financialservices through Ford Motor Credit Company.

At Sept. 30, 2009, the Company had US$203.106 billion in totalassets against US$210.376 billion in total liabilities.

On March 4, 2009, Ford deferred future interest payments on its6.50% Junior Subordinated Convertible Debentures due January 15,2032, beginning with the April 15, 2009 quarterly interestpayment.

As reported by the Troubled Company Reporter on Nov. 4, 2009,Moody's Investors Service upgraded the senior unsecured rating ofFord Motor Credit Company LLC to B3 from Caa1. This followsMoody's upgrade of Ford Motor Company's corporate family rating toB3 from Caa1, with a stable outlook. Ford Credit's long-termratings remain on review for further possible upgrade.

FILI ENTERPRISES: Has Access to Cash Collateral Until February 17-----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of California,in a second interim order, authorized Fili Enterprises, Inc., toaccess Bank of America's cash collateral until February 17, 2010.

The next cash collateral hearing will be held on February 17,2010, at 11:00 a.m. Objections, if any, are on February 12, 2010,at 12:00 p.m.

BofA asserts that: (a) certain prepetition obligations owed toBofA were, as of the petition date, secured by a valid,enforceable and properly perfected liens on and security interestsin substantially all of the Debtor's personal property and otherassets, including, without limitation, cash on hand of the Debtorand cash and receipts generated by the operation of the Debtor'sbusiness and (b) the cash proceeds on hand as of the petition dateand the cash proceeds generated from the postpetition use and saleof the prepetition collateral constitute "cash collateral" withinthe meaning of section 363(a) of the Bankruptcy Code.

The Debtor would use the money to fund its Chapter 11 case, paysuppliers and other parties.

As adequate protection for any diminution in value of BofA'scollateral, the Debtors will grant BofA replacement securityinterests in, and liens upon, the prepetition collateral, allpostpetition proceeds thereof and all postpetition assets of theDebtor, whether the property and assets were acquired by theDebtor before or after the petition date.

FILI ENTERPRISES: Files Schedules of Assets and Liabilities-----------------------------------------------------------Fili Enterprises, Inc., filed with the U.S. Bankruptcy Court forthe Southern District of California its schedules of assets andliabilities, disclosing:

FILI ENTERPRISES: U.S. Trustee Forms 3-Member Creditors Panel-------------------------------------------------------------The U.S. Trustee for Region 15 appointed three members to theofficial committee of unsecured creditors in the Chapter 11 caseof Fili Enterprises, Inc.

Official Creditors' committees have the right to employ legal andaccounting professionals and financial advisors, at the Debtor'sexpense. They may investigate the Debtor's business and financialaffairs. Importantly, official committees serve as fiduciaries tothe general population of creditors they represent. Thosecommittees will also Attnempt to negotiate the terms of aconsensual Chapter 11 plan -- almost always subject to the termsof strict confidentiality agreements with the Debtors and othercore parties-in-interest. If negotiations break down, theCommittee may ask the Bankruptcy Court to replace management withan independent trustee. If the Committee concludes reorganizationof the Debtor is impossible, the Committee will urge theBankruptcy Court to convert the Chapter 11 cases to a liquidationproceeding.

According to SEC, for the fiscal year 2008 ended Jan. 31, 2009,sales from Finlay's standalone operations, including Bailey Banksand Biddle, the brands under the Carlyle and Co. umbrella andCongress Jewelers, totaled $309.7 million.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through itswholly owned subsidiary, Finlay Fine Jewelry Corporation, is aretailer of fine jewelry operating luxury stand-alone specialtyjewelry stores and licensed fine jewelry departments in departmentstores throughout the United States and achieved sales of$754.3 million in fiscal 2008. The number of locations at the endof the second quarter ended August 1, 2009, totaled 182, including67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialtyjewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,2009 (Bankr. S. D. N.Y. Case No. 09-14873). Weil, Gotshal &Manges LLP, serves as bankruptcy counsel. Alvarez & Marsal NorthAmerica, LLC, is engaged as restructuring advisor in the Chapter11 case, and the firm's David Coles is appointed as chiefrestructuring officer. Epiq Bankruptcy Solutions, LLC, serves asclaims and notice agent. Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of$331,824,000 against debts of $385,476,000 as of July 4, 2009. Asof the petition date, Finlay owes $38 million outstanding under afirst lien credit agreement, $24.7 million under second liennotes, $176.6 million outstanding under third lien notes (inaddition to $17.5 million to secured vendors), and $40.6 millionunder remaining unsecured obligations under the senior notes.

On September 25, 2009, the Bankruptcy Court appointed GordonBrothers Retail Partners, LLC, as agent for Finlay Enterprises andits affiliates and subsidiaries to conduct 'store closing" orsimilar sales of merchandise located at all of the Company'sretail store locations and the Company's two distribution centers.The transaction is expected to be completed by February 28, 2010.Gordon Brothers bid 85.75 cents on the dollar for inventory valuedat an estimated $116 million for closings sales of 49 Finlaystores. Gordon had a prepetition contract to conduct storeclosings sales for 55 other stores.

FIRST CALIFORNIA: Fed Must Okay Future Trust Preferred Payments---------------------------------------------------------------First California Financial Group, Inc., says it recently approvedan informal agreement with the Federal Reserve Bank of SanFrancisco under which the company agreed, among other items, toobtain prior regulatory approval before declaring or paying anydividends, making any payments on trust preferred securities, ormaking any other capital distributions. The company says it hasreceived approval to pay the scheduled February 2010 dividend onits Series B Preferred Stock.

First California Financial Group, Inc. --http://www.fcalgroup.com/-- (NASDAQ: FCAL) is the holding company of First California Bank. The company specializes in serving thecomprehensive financial needs of the commercial market,particularly small- and middle-sized businesses, professionalfirms and commercial real estate development and constructioncompanies. Committed to providing the best client serviceavailable in its markets, First California offers a full line ofquality commercial banking products through 17 full-service branchoffices in Los Angeles, Orange, Riverside, San Bernardino, SanDiego and Ventura counties.

FREESCALE SEMICONDUCTOR: Moody's Puts "B2" Rating on Senior Loan----------------------------------------------------------------Moody's Investors Service assigned a B2 rating to FreescaleSemiconductor, Inc.'s proposed senior secured extended term loanmaturing 2016 and $750 million senior secured notes.Concurrently, Moody's affirmed Freescale's corporate family,probability of default, long-term debt and speculative gradeliquidity ratings. These actions follow the company's recentlylaunched proposed amendment of its credit agreement. The assignedratings are subject to review of final documentation and nomaterial change in the terms and conditions of the transactions asadvised to Moody's. The extended term loan and senior securednotes ratings are also contingent on passage of the amendment.

The proposed amendment is designed to extend the maturity date ofall or a portion of the company's existing $3.4 billion term loanB as well as give Freescale the ability to issue secured notes.Proceeds from the secured notes will be used to reduce the termloans (i.e., 2013 and 2014 maturities plus the new 2016 maturity)and revolver. Any reduction in the revolver would constitute acommitment reduction from lenders. Any remaining amounts of theterm loan B not extended will mature at the pre-existing maturitydate. As a result of the two proposed transactions, Moody'sexpect the company's annual interest expense to increase slightly.

Freescale's Caa1 CFR continues to be constrained by the company'ssubstantial leverage and thin interest coverage, as well asMoody's expectation of very modest free cash flow generation. TheCFR also reflects a significantly reduced earnings contributionfrom the company's cellular segment, offset by modest earningsfrom Freescale's recent entr‚e into higher growth sub-segmentswithin consumer and industrial markets. Since Freescale isexposed to the inherently cyclical and volatile semiconductorindustry, Moody's is concerned that Freescale's highly leveragedcapital structure may prove unsustainable if cash flows were todeteriorate for an extended period. A pending lawsuit by lendersrelated to the company's 2009 debt exchange is an additionalrating constraint since Freescale's potential liability isunknown.

The rating is supported by Freescale's strong market leadershippositions and rich product portfolio characterized bytechnological breadth; its somewhat favorable revenuediversification across products, geographies and customers; itsrefocused R&D program to drive future revenue growth in extendedmarket segments; and its "asset-light" model that allows it toreduce expenses and capex in response to weak market conditions.

The rating outlook is stable and reflects Moody's expectation thatafter a severe downturn in profits and cash flow caused by therecession, the company's operating performance will continue toimprove as a result of the recovery in the global demandenvironment and Freescale's progress in eliminating $700 millionof annualized costs (full $800 million cost savings expectedduring 2010). The stable outlook incorporates Moody's belief thatsemiconductor end market demand will demonstrate growth in 2010and that Freescale's revenue growth will be in line with itsaddressable markets.

Freescale's liquidity is adequate as reflected in its SGL-3speculative grade liquidity rating. The liquidity assessment isprincipally driven by the company's $1.4 billion of cash balancesgiven that over the next four quarters, Moody's expect Freescaleto generate modest FCF relative to its large debt load. Despiteno financial covenants, financial flexibility remains diminished,in Moody's opinion, since the company has drawn $644 million underits revolver, which has a committed capacity of $690 million.

The last rating action was on December 23, 2009, when Moody'saffirmed Freescale's Caa1 CFR and revised the outlook to stablefrom negative.

Headquartered in Austin, TX, Freescale Semiconductor, Inc.,designs and manufactures embedded semiconductors for thetransportation, networking and wireless markets. The company wasseparated from Motorola via IPO in July 2004 and taken private ina leveraged buyout in December 2006. Revenues for the twelvemonths ended December 31, 2009, were $3.5 billion.

The Fee Committee consists of four members: Dan Pfeffer,representative of the Official Committee of Equity SecurityHolders and Chairperson of the Fee Committee; Gene Davis,representative of the Official Committee of Unsecured Creditors;Elizabeth G. Gasparini, Esq., representative of theUnited States Trustee for Region 2; and Ronald Gem, Esq.,representative of the Debtors.

As the Fee Committee's counsel, Hughes Hubbard will:

(a) assist the Fee Committee in reviewing the professional employed and retained in the Debtors' Chapter 11 cases' fee applications, drafting reports and appearing at hearings on behalf of the Fee Committee;

(b) assist the Fee Committee with regard to inquiries to and from the Retained Professionals; and

(c) coordinate and attend meetings between the Fee Committee and the Retained Professionals.

Richard Stern, Esq., a partner at Hughes Hubbard will lead theengagement and will be billed $775 per hour. The Debtors willalso pay Hubbard Hughes according to its professionals' customaryhourly rate with a discounted rate of 10% in effect on the dateservices are rendered. The current customary and discountedhourly rates are:

Mr. Stern discloses that Hughes Hubbard represents M & T Bank inconnection with the Debtors' Chapter 11 cases. However, HughesHubbard has not provided any service to M & T in connection withthe Debtors' Chapter 11 cases since November 2009, he relates. Hefurther says that M & T has consented to Hughes Hubbard'srepresentation of the Fee Committee and granted Hughes Hubbard awaiver with respect to that representation. He further statesthat Hughes Hubbard represents Ernst & Young LLP, Deloitte TaxLLP, Deloitte & Touche LLP and PricewaterhouseCoopers LLP inmatters unrelated to the Debtors' Chapter 11 cases and hasobtained waivers from these parties with respect to its engagementby the Fee Committee.

In this light, Mr. Stern maintains that Hughes Hubbard is a"disinterested person" as the term is defined under Section101(14) of the Bankruptcy Code.

About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for,more than 200 regional shopping malls in 44 states, as well asownership in master planned community developments and commercialoffice buildings. The Company's portfolio totals roughly200 million square feet of retail space and includes more than24,000 retail stores nationwide. General Growth is a self-administered and self-managed real estate investment trust. TheCompany's common stock is trading in the pink sheets under thesymbol GGWPQ.

GENERAL GROWTH: Proposes CB Richard as Sales Agent--------------------------------------------------General Growth Properties Inc. and its units seek the Court'sauthority to employ CB Richard Ellis Inc. as their exclusive saleslisting agent for a parcel of land known as Parcel IC, located atOne Arizona Center, Van Buren & 48th Streets, Phoenix, Arizona,nunc pro tunc to August 4, 2009.

As sales agent, CBRE will:

(a) review the Property to determine its physical condition, relative market appeal, quality of location, market and area trends, and potential for value enhancement prior to entering the market;

(b) conduct an independent review of the Property's financial performance, including an analysis of historical performance, market area, competition and project cash flows;

(c) review all leases, management agreements and operating agreements, or other documents affecting the Property, which are delivered to CBRE by the Debtors;

(d) develop and prepare a detailed marketing plan setting forth a comprehensive strategy for sale of the property for the Debtors' review and approval;

(e) assemble and produce for the Debtors' review and approval an offering brochure and/or other marketing materials of a type which is customary for similar properties, including, as appropriate, facts about the Property, photographs, high-quality graphics, cash flow projections, market competition data, descriptive area and location information, site plan and other relevant information as available;

(f) expose the property to a wide variety of purchasers via direct mail, print advertising and on the Internet, as deemed appropriate by CBRE;

(g) provide prospective purchasers with information and coordinate site visits;

(h) solicit and identify prospective purchasers of the Property, deliver the offering materials to these prospective purchasers and assist the Debtors in qualifying prospective purchasers prior to recommending acceptance of an offer;

(i) require each prospective purchaser to execute and deliver to CBRE a confidentiality agreement;

(j) make all necessary arrangements with the Debtors or their agent to permit prospective purchasers to physically inspect the Property;

(k) promptly inform the Debtors of all offers and inquiries received from brokers, prospective purchasers or anyone else with respect to the Property;

(l) conduct all negotiations in conjunction with the Debtors and their counsel;

(m) assist the Debtors and their counsel in the preparation and execution of the closing checklist and closing documentation;

(n) coordinate with the property manager for the Property to secure all documents and information required for closing; and

(o) submit to the Debtors, no later than the first day and the 15th day of each month, a report on the marketing of the Property, including a list of all prospective purchasers and a summary status of any offers or negotiations.

The Debtors further seek that CBRE's employment be made effectivenunc pro tunc to August 4, 2009, to allow CBRE to be compensatedfor work performed on behalf of the Debtors on or after August 4,2009, but prior to the submission of this Application.

The Debtors will pay CBRE at a rate of 80 basis points of thegross purchase price of the Property. Gross purchase price willinclude any and all consideration received or receivable for theProperty, including, but not limited to assumption or release ofexisting liabilities. The Fee will be earned for servicesrendered if:

(a) During the 180 days after a Listing Agreement between the Debtors and CBRE is executed,

(i) the Property is sold to a purchaser procured by CBRE, the Debtors or anyone else; or

(ii) any contract for sale of the Property is entered into by the Debtors.

(b) Within 60 calendar days after the expiration or earlier termination of the Term, the Property is sold to, or the Debtors enter into a contract of sale of the Property with, or negotiations continue or resume and thereafter continue leading directly to the sale of the Property within an additional 60 days to, any person or entity with whom CBRE had negotiated or to whom the Property has been submitted prior to the expiration or termination of the Term.

The Fee will be payable at closing of escrow, recordation of deedor taking possession by the purchasers, whichever is earlier.

CBRE will not receive a Fee for a sale or transfer of any of theProperty to any tenant who has a right of first offer or right offirst refusal with respect to the purchase of any Property. Ifthe sale of the Property fails to close for any reason, includingthe Debtors' default, CBRE will not be entitled to any fee,commission or other compensation except for expenses incurred,which will not exceed $20,000. The Debtors will either makepayment directly to third party vendors or will reimburse CBREfor its expenses incurred, either on a monthly basis or uponrequest by CBRE.

As CBRE will not be paid unless it sells the Property, and willnot keep time records, the Debtors propose that after therealization of any Fee, CBRE will be required to serve astatement setting forth (a) a general description of the workperformed by CBRE, and (b) a description of the method CBRE usedto calculate its Fee and Expenses to the Debtors, the Debtors'counsel, the Official Committee of Unsecured Creditors, theUnited States Trustee for Region 2, and the Official Committee ofEquity Security Holders.

Craig S. Henig, a senior managing director of the Arizona regionof CBRE, says that his firm provided services to certain partiesunrelated to the Debtors' Chapter 11 cases, a list of which isavailable for free at:

Mr. Henig assures the Court that CBRE is a "disinterested person"as the term is defined under Section 101(14) of the BankruptcyCode.

GENERAL GROWTH: To Hire KPMG as Ordinary Course Professional------------------------------------------------------------General Growth Properties Inc. and its units, pursuant to Sections327 and 330 of the Bankruptcy Code, seek the Court's authority toemploy, nunc pro tunc to the Petition Date, KPMG LLP, aprofessional utilized by the Debtors in the ordinary course ofbusiness.

As an ordinary course professional, KPMG will continue to performprepetition services to Debtor GGP/Homart, Inc., and certainaffiliated entities with respect to tax compliance and taxconsulting matters, including:

(a) preparation of federal and state corporate and partnership tax returns and supporting schedules for GGP/Homart's 2008 tax year;

(b) preparation of federal and state corporate and limited liability company tax returns and supporting schedules for GGP/Homart's 2009 tax year;

In addition, KPMG will provide other consulting, advice,research, planning, and analysis regarding tax compliance and taxconsulting services as may be necessary, desirable or requestedfrom time to time.

General Growth Properties, Inc. Vice President and Deputy GeneralCounsel Linda Wight, Esq., relates that the proposed employment ofKPMG as an OCP avoids incurrence of additional fees relating tothe preparation and prosecution of interim fee applications. Shefurther says that KPMG has not and will not be assisting theDebtors in carrying out their duties under the Bankruptcy Code andis involved in performing discrete tax compliance and consultingservices. Indeed, the OCP Motion included KPMG on its list ofOrdinary Course Professionals, she discloses. However, afterextensive negotiations with the U.S. Trustee for Region 2, and atthe request of the U.S. Trustee, the Debtors removed all non-attorney professionals from the OCP list, including KPMG, shesays.

However, if the Court determines that the Services of KPMG shouldnot be utilized in the ordinary course, the Debtors seek toemploy KPMG pursuant to Sections 327(a) and 330 of the BankruptcyCode, nunc pro tunc to the Petition Date.

The Debtors seek KPMG's employment be made effective nunc protunc to the Petition Date to allow KPMG to be compensated forwork performed on or after April 16, 2009, but prior to thesubmission of this Application. Ms. Wight affirms that since thePetition Date, KPMG has been providing the Debtors with theServices in reliance on the OCP Motion totaling $67,000. TheDebtors believe that the circumstances of the retention of KPMGwarrant the retroactive approval of KPMG's fees.

KPMG will bill the Debtors these fees:

Project Fees ------- ---- Tax Compliance Services - 2008 Lesser of actual time incurred to complete the work at 50% of the standard rates, or $55,000

Tax Compliance Services - 2009 Lesser of actual time incurred to complete the work at 70% of the standard rates, or $60,500

Tax Consulting Services 70% of the standard hourly rates, based on the actual time incurred to complete the work

KMPG disclosed that during the 90 immediately preceding thePetition Date, it received from the Debtors fees and expensestotaling $354,452 for its then ongoing services.

Perry V. Plescia, a partner at KPMG, disclosed that his firm hasprovided, currently provides and may provide services for certainparties in matters unrelated to the Debtors, a list of which isavailable for free at:

Notwithstanding this disclosure, Mr. Plescia insists that KPMG isa "disinterested person," as that term is defined in Section101(14) of the Bankruptcy Code.

About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for,more than 200 regional shopping malls in 44 states, as well asownership in master planned community developments and commercialoffice buildings. The Company's portfolio totals roughly200 million square feet of retail space and includes more than24,000 retail stores nationwide. General Growth is a self-administered and self-managed real estate investment trust. TheCompany's common stock is trading in the pink sheets under thesymbol GGWPQ.

This rating action is prompted by information that came to lightin the course of Moody's most recent operational review of theGMAC servicer advance facility (SAF). In that review, Moody'slearned that the sponsors employed cash management arrangementsthat could give rise to competing claims in a bankruptcyproceeding, which would jeopardize repayment of investors in theSAF. The practice in question involves commingling the cash flowsof multiple RMBS deals into a shared bankruptcy-remote bankaccount. The use of the shared bank account in combination withthe accepted industry practice of netting principal and interest(P&I) advances, could give rise to competing claims on the cashused to reimburse the P&I advances sold to the SAF. If thesecompeting claims are successful in diverting cash from the SAF,they would adversely affect the probability that the GMAC SAFnotes will be paid in full.

In the GMAC SAF, the sponsors adopted a practice of routing thecash from multiple RMBS deals designated to the SAF to a sharedP&I custodial account. On each remittance date, the sponsorscalculate the aggregate P&I remittance amount due on all the RMBSdeals using the shared account, determine the cash available inthe account, and then fund the remaining P&I amounts due withcorporate funds. To the extent that the bank account includes cashcollected that is not due in the current remittance period, thesponsors can "borrow" these remittance amounts and use them tooffset their servicing advance obligation. This practice is called"netting." In the following remittance period, these "borrowed"funds will need to be repaid to the "lending" RMBS by thesponsors. To the extent that the next period amounts are notsufficient to cover the sponsors' full servicing advanceobligation in addition to the amount "borrowed" from the "lending"RMBS deals in the prior periods, the sponsors will have to fundthese shortfalls, either through corporate funding or anotherfunding source.

Although netting of servicer advance payments is a common industrypractice, it is typically only done on advances made within oneRMBS deal. Future remittance amounts from one RMBS deal are nottypically used to offset servicing advance obligations on anotherRMBS deal. In the case of the GMAC SAF, because multiple RMBSdeals are included in a shared bank account, the netting processallowed the sponsors to commingle some cash collected on all ofthe RMBS deals and allowed them to apply cash collected from oneRMBS deal, (but not due until a future remittance date), to coverP&I servicer advance obligations on another RMBS deal.

According to the sponsors, they discontinued the practice ofnetting on February 1, 2010, but they continue to commingle thecash flows from multiple RMBS deals in a shared bank account.Allowing the netting process to occur across RMBS deals in acommon bank account, increases the likelihood that in a sponsorbankruptcy, some RMBS deals are not able to recover the amounts"borrowed" by the sponsors to fund advances on other RMBS deals.To make the "lending" RMBS whole, the underlying deal parties (e.g., the trustee, successor servicer, bond insurer or investors)could make a claim on advance reimbursements that have been soldto the SAF, thus diverting cash away from the SAF.

The sponsors have communicated to Moody's a corrective actionplan, under which: (i) beginning on February 1, 2010, theydiscontinued the netting process and replaced it with a manualworkaround to fund advances on a loan level, rather than on a bankaccount level, (ii) they will report to Moody's and to investorsthe amount of servicer advances that the sponsors are required tofund without benefit of the netting, and the progress that theyare making in implementing the new process, (iii) they plan toformally amend the SAF legal documents to prohibit netting , (iv)they will engage a third party verification agent to validate onan on-going basis the discontinuation of the legacy nettingpractice and (v) they have made a decision to revamp their cashmanagement process to only allow cash flow from one RMBS deal in acustodial bank account to be implemented April 1, 2010. This laststep, when implemented, should eliminate the commingling of cashand netting of P&I advances across multiple RMBS deals.

The new internal processes that the sponsors have proposed toprevent netting across RMBS deals are complex and manual innature, and their implementation is dependant on key personnel,all of which increases the operational risk associated with theSAF. In addition, the implementation of these new processes willincrease the liquidity needs of the sponsors who are alreadyfacing significant financial strain. Finally, the new practice,that discontinues netting, is yet to be formalized in thegoverning documents of the SAF. During the review period, Moody'swill consider the actions that the sponsors take to address theconcerns Moody's has outlined. Should the sponsors implement themeasures they have described to the satisfaction of Moody'sconcerns, Moody's would likely affirm the ratings.

The complete rating action is as follows:

Series 2004-VF1: Aaa on review for possible downgrade; previousrating action on June 27, 2005 Aaa rated.

This concludes Moody's review of GMAC's ratings initiated onJune 10, 2009. The upgrade of GMAC's rating reflects theimprovement in the firm's capital position resulting from itsDecember 2009 issuance of $2.54 billion of trust preferredsecurities and $1.25 billion of mandatory convertible preferredsecurities (MCP) to the U.S. Treasury. GMAC's capital positionalso benefited from the U.S. Treasury's conversion of $3.0 billionof its existing MCP into GMAC common equity. The U.S. Treasurynow owns 56% of GMAC. The additional capital enabled GMAC tomaintain relatively stable capital ratios even as it absorbed$3.28 billion of fourth quarter 2009 pre-tax charges to markcertain residential mortgages to fair value, $.57 billion ofrepurchase reserve expense, and $.81 billion of other significantitems that contributed to a $4.95 billion net loss for thequarter.

"In our view, the U.S. Treasury's substantial stake in GMAC has astabilizing influence on the company's otherwise challenged creditprofile," said Moody's senior analyst Mark Wasden. "Though it isweaker on a standalone basis, GMAC's credit profile is lifted to aB3 level as a result of the U.S. Treasury's investment in andsupport of GMAC."

Moody's expectation is that the U.S. Treasury will continue itsinvolvement in and support of GMAC until it has achieved a levelof operational and funding stability that puts it in a position toexist independent of government support. The stable outlookreflects Moody's view that the U.S. Treasury's involvement withGMAC will extend for at least the next 12-18 months, the timeframefor Moody's ratings outlooks.

Moody's assumes that GMAC will remain supportive of ResCap as itcontinues to manage its remaining risk exposures through eventualliquidation or sale. ResCap has approximately $2 billion of long-term debt maturing in 2010, funds for which Moody's believes arelikely to be provided by GMAC, whose own liquidity resources areconstrained. An unexpected deterioration in asset performance orincrease in loan repurchase obligations at ResCap could furtherweigh on GMAC's capital and liquidity.

GMAC's own liquidity challenges also continue as a ratingconstraint.

GMAC has considerable debt maturities through 2012, including $7.5billion of TLGP debt maturities in 2012. Moody's believes thatGMAC will need to issue unsecured debt to fund debt maturities atthe parent holding company. However, the firm's ability toconsistently access this market is not assured, though the U.S.Treasury's investment in the firm could help to ease investorconcerns. Additionally, Moody's believes there is execution riskassociated with GMAC's business and funding transitions, includinggrowth expectations for Ally Bank.

The rating outlook and ratings could come under upward pressure ifthere is a meaningful and certain diminution of GMAC's remainingcredit and support exposures to ResCap. A further strengthening ofGMAC's liquidity position to the degree that it can reliably servethe firm's operating requirements independent of the U.S.government's involvement would also positively influence thefirm's ratings and outlook. Moody's believes that as a conditionfor maintaining the current B3 rating and stable outlook, GMACmust demonstrate improved profitability in its core auto financebusiness during 2010, as this will be necessary to improve theprospects for the firm to access debt and possibly equity capital.Ratings upgraded in today's action include:

GMAC, Inc.: Issuer Rating: to B3 from Ca Senior Unsecured: to B3 from Ca Preferred Stock, Series A: to Caa3 from C

-- reject the collective bargaining agreement with Local 564 of the United Steel Workers; and

-- terminate the Grede Foundries Group Health Plan and Grede's life insurance plan as its relates to unionized retirees and laid off employees.

According to NetDockets, in seeking to terminate retiree benefitsfor non-unionized retirees, Grede asserts it has "the unambiguouscontractual right to terminate health plan benefits for Non-UnionRetirees at any time." According to NetDockets, Grede points to alanguage of the Anthem Health Benefit Booklet documenting theGroup Health Plan, which states: "Grede reserves the right toterminate, suspend, withdraw, amend or modify the plan in whole orin part at any time. This right applies to retiree coverages andbenefits . . . as well as to all other portions of the plan."

NetDockets relates that by terminating the benefits, Grede arguesit will save:

1) $1,624 per month by terminating the Group Health Plan with respect to three covered non-union retirees and one covered spouse;

2) $28,595.23 per month by terminating the Medicare Supplement Plan with respect to 313 covered non-union retirees; and

3) $10,493 per month by terminating the Group Life Plan with respect to 664 covered non-union retirees.

No cost savings are associated with termination of the Medicare DPlan, as all 171 covered non-union retirees personally pay forcoverage.

According to NetDockets, the CBA with the USW Local 564 covers a"bargaining unit of production and maintenance employees at afoundry owned (until recently) by Grede in Vassar, Michigan."That facility was sold to Revstone Industries, LLC pursuant to anasset purchase agreement dated November 18, 2009. The courtapproved the sale on December 14, 2009, and all collectively-bargained-for employees were permanently laid off by Grede --unionized employees then had to apply for positions at thefacility with Revstone, which "a large number" elected not to do.

Grede also seeks to terminate coverage under the Group Health Planfor 375 unionized retirees and spouses and under the Group LifePlan for 201 unionized retirees. According to NetDockets, Gredeasserts that, as of October 3, 2009, the present value ofcontinued payments under both plans for unionized retirees andspouses was $24.8 million and the combined monthly cost was nearly$163,000.

Grede sold substantially all of its remaining operating assets toIron Operating, LLC. The sale was approved on December 14, 2009,and was expected to close February 5, 2010. According toNetDockets, the "assets of Grede remaining after the sale ofGrede's operating assets (including the proceeds of the salesthemselves) will be vastly less than Grede's total remaining debtsand obligations." As such, Grede asserts that the "expensesassociated with Grede continuing coverage for the Union Retireesunder the Plan and the life insurance plan are depleting theremaining assets in the estate and reducing the amount of anyrecovery for the other unsecured creditors."

About Grede Foundries

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --http://www.grede.com/-- produces ductile iron, grey iron and specialty metal parts. The Company serves the automotive, heavytruck, off-highway, diesel engine and industrial markets and isone of the largest cast-iron foundry companies in the UnitedStates.

HAEMACURE CORP: Has Until March 22 to File Proposal to Creditors----------------------------------------------------------------Haemacure Corporation has obtained a first extension untilMarch 22, 2010, of the delay within which to make a proposalpursuant to the notice of intention to make a proposal to itscreditors it filed on January 8, 2010, under the Bankruptcy andInsolvency Act (Canada). This extension is intended to allowHaemacure to complete a call for tenders for the sale of itsassets, close a sale transaction with the successful tenderer,seek the required approvals for the transaction and proposal tocreditors, and execute the proposal.

March 1, 2010 is the date by which interested parties must submittenders to purchase the assets of Haemacure and those of itssubsidiary in the United States. Subject to the competing tenderseventually received and the time required to negotiate assets saletransactions, the closing of these transactions in Canada and theUnited States may happen before the expiry of the first extensionobtained today, though there can be no assurance to this effect.

The recovery of any sums by creditors and shareholders ofHaemacure is uncertain and highly dependent upon a number offactors, notably the outcome of the assets sale process undertakenunder the Bankruptcy and Insolvency Act (Canada) and Chapter 11 inthe United States.

Haemacure also confirms that the Toronto Stock Exchange willdelist its shares at the close of the market today for failure tomeet continued listing requirements.

Haemacure Corporation -- http://www.haemacure.com/en/-- is a Canada-based company. It is a bio-therapeutics company developinghuman therapeutic proteins for commercialization. The Company'stwo human plasma-based products are: Hemaseel HMN, a fibrinsealant, and Hemaseel Thrombin, an active, absorbable haemostaticagent, which is in the preclinical stage. Fibrin sealant hasapplication in hemostasis adhesion and wound healing, adhesionprevention, aesthetics, combination with biomaterials, drugdelivery, regenerative medicine and skin graft fixation for burninjuries. The Company also sells two fibrin sealant deliverydevices under the trademarks HemaMyst, which is a double-syringeapplicator, and HemaSyst, which is an aerosol application system.The Company's wholly owned subsidiary is Haemacure U.S.

HALCYON HOLDING: Sony Bids for Terminator Franchise Rights----------------------------------------------------------Dave McNary at Variety reports that Sony submitted a bid for theright to the "Terminator" franchise of Halcyon Group. Lionsgatealso bid for the rights for $15 million and a 5% cut of futuregross receipts.

Lionsgate will get $750,000 break-up fee if Halcyon consummatesthe deal to another bidder, Mr. McNary notes. The rights is worthmore than $70 million, he adds.

According to the Trouble Company Reporter, interested purchasershas until Feb. 5, 2010, tosubmit their offers for the rights,followed by a hearing on Feb. 10, 2010, to consider approval.

Halcyon Holding Group LLC is the company that produced "TerminatorSalvation," a film that generated $369 million in box officereceipts. Halcyon Holding Group LLC and two affiliated companiesfiled Chapter 11 petitions on Aug. 17 in Los Angeles, California(Bankr. C.D. Calif. Case No. 09-31854). Halcyon said it hasbetween $50 million and $100 million in both assets and debts.

HAWAIIAN TELCOM: Hawaii PUC Conflict Could Affect Emergence-----------------------------------------------------------A reported dispute among the members of the Hawaii PublicUtilities Commission could stall the release of a regulatoryapproval Hawaiian Telcom Communications, Inc., and its debtoraffiliates are trying to obtain from the agency in line with theCompany's planned exit from bankruptcy.

The dispute at the HPUC involves Commissioner Leslie Kondo, whoaccused the other commissioners, Carlito Caliboso and John Cole,of excluding him from the agency's decision-making on a renewableenergy case of Hawaii Electric Co., the Honolulu Advertiserreports. Decision-making at the HPUC has also been beset with,and slowed down by, staff and budget cuts, the report adds.

Among Hawaii's largest regulatory issues the HPUC has to tackleis that of Hawaiian Telcom's reorganization, competition in theinterisland shipping industry and Gov. Linda Lingle's cleanenergy initiative, the Honolulu Advertiser notes.

Mr. Caliboso recognized the backlog of cases at the HPUC. TheHonolulu Advertiser pointed out that as per the PUC's own indexof cases, about 329 items are pending on its docket. They rangefrom consumer complaints, rate increase requests and otherutility matters, the report noted. Amidst the backlogs, Mr.Caliboso disclosed that Hawaiian Telcom's case is a high priorityfor the Commission, the Honolulu Advertiser relates.

The HPUC, however, is not expected to hand down any decision onHawaiian Telcom's case for another six to nine months, accordingto the report.

Hawaiian Telcom needs regulatory approval from the HPUC so thatit can move forward to consummating its Chapter 11 Plan and applyfor a final closing decree of its bankruptcy cases from the U.S.Bankruptcy Court for the District of Hawaii. The Court formallyentered a confirmation order on Hawaiian Telcom's bankruptcy planlast December 30, 2009.

About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.-- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products andservices including local and long distance service, high-speedInternet, wireless services, and print directory and Internetdirectory services.

The Company and seven of its affiliates filed for Chapter 11protection on December 1, 2008 (Bankr. D. Del. Lead Case No.08-13086). As reported by the TCR on December 30, 2008, JudgePeter Walsh of the U.S. Bankruptcy Court for the District ofDelaware approved the transfer of the Chapter 11 cases to the U.S.Bankruptcy Court for the District of Hawaii before Judge LloydKing (Bankr. D. Hawaii Lead Case No. 08-02005).

HAWAIIAN TELCOM: Post-Confirmation Report for Fourth Quarter------------------------------------------------------------Hawaiian Telcom Communications, Inc., and its debtor affiliatespresented to the United States Bankruptcy Court for the Districtof Hawaii on January 29, 2010, a post-confirmation quarterlyreport for the period from October 1 to December 31, 2009.

Hawaiian Telcom Chief Financial Officer Robert F. Reich informedthe Court that the Debtors are fully able to comply with theterms of their confirmed Amended Joint Plan of Reorganization.He, however, noted that obtaining regulatory approval from theHawaii Public Utility Commission is a factor that may materiallyaffect the Debtors' ability to obtain a final closing decree oftheir bankruptcy cases. He related that an application for finaldecree will be filed following regulatory approval of the Plan.

Similarly, the first plan payment is due following the release ofa regulatory approval from the HPUC, Mr. Reich related. In thislight, the estimated date of final payment under the Plan is yetto be determined.

The Post-Confirmation Report also details the total disbursementsand quarterly fees paid by the Debtors to the United StatesTrustee for Region 15 for the period from December 31, 2008,through December 31, 2009:

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.-- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products andservices including local and long distance service, high-speedInternet, wireless services, and print directory and Internetdirectory services.

The Company and seven of its affiliates filed for Chapter 11protection on December 1, 2008 (Bankr. D. Del. Lead Case No.08-13086). As reported by the TCR on December 30, 2008, JudgePeter Walsh of the U.S. Bankruptcy Court for the District ofDelaware approved the transfer of the Chapter 11 cases to the U.S.Bankruptcy Court for the District of Hawaii before Judge LloydKing (Bankr. D. Hawaii Lead Case No. 08-02005).

HAWAIIAN TELCOM: Seeks Nod for Amendment to Zolfo Services Pact---------------------------------------------------------------Hawaiian Telcom Communications Inc. and its units seek the Court'sauthority to enter into an Amendment No. 1 to the servicesagreement they entered with Zolfo Cooper Management, LLC, andKevin Nystrom.

As previously reported, the Debtors engaged Zolfo Cooper for theprovision of services of Mr. Nystrom as the Debtors' chiefrestructuring officer and other professional staff to serve asthe Debtors' associate directors for restructuring services.

Pursuant to the Amendment, the parties agree to reduce ZolfoCooper's monthly compensation from $225,000 to $90,000, effectiveJanuary 1, 2010, and continuing through the term of the Agreement.

A full-text copy of the Amendment No.1 to the Zolfo CooperAgreement is available for free at:

The Debtors believe that modification of Zolfo Cooper'sengagement is necessary and beneficial to their estates.

About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.-- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products andservices including local and long distance service, high-speedInternet, wireless services, and print directory and Internetdirectory services.

The Company and seven of its affiliates filed for Chapter 11protection on December 1, 2008 (Bankr. D. Del. Lead Case No.08-13086). As reported by the TCR on December 30, 2008, JudgePeter Walsh of the U.S. Bankruptcy Court for the District ofDelaware approved the transfer of the Chapter 11 cases to the U.S.Bankruptcy Court for the District of Hawaii before Judge LloydKing (Bankr. D. Hawaii Lead Case No. 08-02005).

HERBST GAMING: HSBC Bank Appeals Amended Confirmation Order-----------------------------------------------------------On January 22, Herbst Gaming, Inc., and its units won an amendedorder from the U.S. Bankruptcy Court for the District of Nevadaconfirming their First Amended Joint Plan of Reorganizationpreviously filed on July 22, 2009.

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --http://www.herbstgaming.com/-- is a diversified gaming company. The Company and its subsidiaries focus on two business lines, slotroute operations and casino operations. The Company's routeoperations involves the exclusive installation and, as ofSept. 30, 2009, operation of approximately 6,300 slot machines innon-casino locations, such as grocery stores, drug stores,convenience stores, bars and restaurants. The casino operationsconsist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.09-50752). Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., atGordon Silver, represent the Debtors in their restructuringefforts. Herbst Gaming had $919.1 million in total assets; and$33.5 million in total liabilities not subject to compromise and$1.24 billion in liabilities subject to compromise, resulting in$361.0 million in stockholders' deficiency as of March 31, 2009.

HERTZ CORP: Bank Debt Trades at 3% Off in Secondary Market----------------------------------------------------------Participations in a syndicated loan under which The HertzCorporation is a borrower traded in the secondary market at 97.38cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents an increase of 0.55percentage points from the previous week, The Journal relates.The Company pays 175 basis points above LIBOR to borrow under thefacility. The debt matures on Dec. 21, 2012, and carries Moody'sB a1 rating and Standard & Poor's BB- rating. The syndicated loanis one of the biggest gainers and losers among 180 widely quotedsyndicated loans with five or more bids in secondary trading forthe week ended Friday.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.(NYSE: HTZ), based in Park Ridge, New Jersey, is the world'slargest general use car rental brand, operating from approximately8,000 locations in 147 countries worldwide. Hertz also operatesone of the world's largest equipment rental businesses, HertzEquipment Rental Corporation, through more than 375 branches inthe United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's IssuerDefault Rating to "BB-" from "BB", and Moody's lowered Hertz'sCorporate Family Rating and Probability of Default to "B1" from"Ba3".

HEXION SPECIALTY: Raises Prices for Resins, Acrylic Products------------------------------------------------------------Effective March 1, 2010, or as contracts allow, Hexion SpecialtyChemicals, Inc., will increase prices for its epoxy resins in theAmericas from four to eight cents per pound, depending on theresin type. The price adjustment is driven by increases in thecost of key raw materials.

Last week, Hexion said that effective February 15, 2010, or ascontracts allow, its North American Dispersions business willincrease prices by five cents per wet pound in the United Statesand Canada for all acrylic, styrene acrylic, vinyl acrylic andother polymers used in the adhesives, textiles, nonwovens andconstruction markets. Hexion also indicated the price increase isnecessary due to recent increases in the cost of raw materialsused to manufacture the products.

In an offering circular, Hexion said its cash debt service for2010, based on the amount of indebtedness outstanding at September30, 2009, as adjusted for the effects of the proposed offering andthe fourth quarter redemption and maturity of the Company'sIndustrial Revenue Bonds, is expected to be $298 million based oncurrent interest rates, of which $220 million represents debtservice on fixed-rate obligations (including variable rate debtsubject to interest rate swap agreements).

Hexion said upon release from escrow (if such escrow isnecessary), it will use the net proceeds from the proposedoffering to repay $800 million aggregate principal amount of theterm loans under its $2.2 billion senior secured creditfacilities, to pay fees and expenses related to the proposedoffering and for general corporate purposes.

Also in January, Hexion sold its Italian solvent-borne alkyd andpolyester coating resins business to an affiliate of Tenax group,an Italian-based company that produces similar products. Terms ofthe agreement were not disclosed.

The sale included all aspects of the business, including aproduction facility in Cola di Lazise, Italy. Tenax group plansto continue to operate the Cola di Lazise plant and to offeremployment to the 44 people associated with the business. Thesale represents Hexion's exit from the European solvent-bornecoatings market.

Hexion continues to fully participate in the waterborne, powdercoatings and coating resins markets, both in Europe and globally.

Hexion has said as of September 30, 2009, it is targeting$175 million in productivity savings. The Company has said itanticipates achieving these savings over the next 15 months by2011. The Company expects to incur $70 million in one-time coststo achieve these savings, including restructuring costs andexpected capital expenditures related to productivity programs.The Company, however, warned a variety of factors could cause itnot to achieve the remaining $175 million in productivity savings,including not being able to fund the $70 million in one-timecosts.

On January 12, Hexion obtained additional commitments fromrevolving facility lenders for new revolving loans under Hexion'ssenior secured credit facility which will take effect upon theexpiration of the existing revolving facility commitments. Thetotal amount of commitments that have been obtained for the newrevolving loans is approximately $200 million (which includes$175 million of commitments previously announced). Thecommitments for the new revolving loans are subject to customaryconditions.

The new loan commitments will become effective upon the May 31,2011 maturity of the existing revolving credit facility and willmature 91 days prior to the maturity date of the term loans underthe senior secured credit facility, which is May 5, 2013.

Committing lenders are being offered a 2.00% upfront fee as wellas a 2.00% ticking fee on their commitments. The new revolvingloans, which cannot be drawn until the existing revolving creditfacility matures, will bear interest at a rate of LIBOR plus4.50%. The terms and conditions of Hexion's existing revolvingcredit facility will remain in full force and effect and have notbeen altered by these new commitments, including but not limitedto the interest rate.

On January 25, as reported by the Troubled Company Reporter,Hexion entered into an amendment agreement to its second amendedand restated credit agreement dated November 3, 2006, among otherthings: (i) allow Hexion to agree with individual lenders toextend the maturity of their term loans or revolving commitments,and for Hexion to pay increased interest rates or otherwise modifythe terms of their loans or revolving commitments in connectionwith such an extension, (ii) extend the maturity of term loansheld by accepting lenders to May 5, 2015 and increase the interestrate with respect to such term loans, (iii) allow for the issuanceof $1,000,000,000 aggregate principal amount of senior securednotes due 2018, (iv) allow for one or more future issuances ofadditional senior notes or loans, which may include, in each case,indebtedness secured on a pari passu basis with the obligationsunder the senior secured credit facilities, so long as, in eachcase, among other things, an agreed amount of the net cashproceeds from any such issuance are used to prepay term loans orrevolving loans under the senior secured credit facilities at par,(v) reset the amount available under incremental credit facilitiesto $200 million, (vi) allow for one or more future issuances ofadditional indebtedness, which may include indebtedness secured ona junior basis with the obligations under the senior securedcredit facilities or unsecured indebtedness, in an amount not toexceed the amount available under incremental credit facilities,(vii) allow for certain types of receivables financing, or (viii)amend certain of the existing covenants therein.

About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals --http://www.hexion.com/-- serves the global wood and industrial markets through a broad range of thermoset technologies, specialtyproducts and technical support for customers in a diverse range ofapplications and industries. Hexion Specialty Chemicals iscontrolled by an affiliate of Apollo Management, L.P.

At September 30, 2009, the Company had total assets of$3.020 billion against total liabilities of $5.080 billion. AtSeptember 30, 2009, the Company had accumulated deficit of$2.344 billion, shareholder's deficit attributable to HexionSpecialty of $2.075 billion, noncontrolling interest of$15 million, and total deficit of $2.060 billion.

* * *

Moody's Investors Service changed the outlook on Hexion SpecialtyChemicals, Inc. (B3 Corporate Family Rating) to stable fromnegative due to the successful refinancing and extension of itsterm loan debt with $1 billion of 8.875% 1.5 lien notes due 2018.Proceeds were used to repay roughly $800 million in first lienterm loan debt. In addition, Hexion received approval from itsfirst lien debt holders to extend roughly $900 million of theremaining term loan for two years.

IMPERIAL INDUSTRIES: Posts $1.8 Million Net Loss in Q3 2009-----------------------------------------------------------Imperial Industries, Inc., reported a net loss of $1,804,000, or$0.71 per diluted share, for the third quarter of 2009 compared toa net loss of $1,810,000, or $0.72 per diluted share, for thethird quarter of 2008.

Net sales for the third quarter ended September 30, 2009, were$2,186,000, compared to $2,424,000 for the same period in 2008, adecrease of 9.8%.

For the third quarter ended September 30, 2009, the Company had aloss from continuing operations of $274,000, or $0.11 per dilutedshare, compared to a loss from continuing operations of $324,000,or $0.13 per diluted share, for the comparable period of 2008.Discontinued operations related to the closure of the Company'sdistribution facilities during 2009 and 2008, accounted for lossesof $1,530,000, or $0.60 per diluted share for the three monthsended September 30, 2009, compared to $1,486,000, or $0.59 perdiluted share in the third quarter of 2008.

Net sales for the nine months ended September 30, 2009, were$6,864,000, compared to $7,788,000 for the same period in 2008, adecrease of 11.9%. The Company realized a loss from continuingoperations of $1,440,000, or $0.57 per diluted share, for the 2009nine month period compared to a loss from continuing operations of$558,000, or $0.22 per diluted share, for the comparable period in2008. Discontinued operations accounted for losses of $2,798,000,or $1.10 per diluted share, and $4,038,000, or $1.61 per dilutedshare, for the 2009 and 2008 respective nine month periods. Netloss for the nine months ended September 30, 2009, was $4,238,000,or $1.67 per diluted share, compared to a net loss of $4,596,000,or $1.83 per diluted share, for the same period in 2008.

Results of operations for both the third quarter and nine monthperiods ended September 30, 2009, were adversely affected by thecontinuing decline in construction activity and weak demand forthe Company's products throughout the Florida market, theCompany's principal trade area. In addition, the Company'ssubsidiary, Just-Rite Supply, Inc., terminated all operations ofits distribution facilities on June 11, 2009, and entered into anAssignment for the Benefit of Creditors in which all of itsassets, subject to any liabilities thereof, were transferred tothe Assignee to sell and liquidate for the benefit of creditorspursuant to Florida State Law. Restructuring fees and other costsassociated with the discontinuance of these operations, includinga charge against continuing operations for an estimated losscontingency of $627,000, had a significant effect on theCorporation's continuing results of operations for the 2009 ninemonth period.

Balance Sheet

At September 30, 2009, the Company's consolidated balance sheetsshowed total assets of $9,042,000, total liabilities of $7,819,000and total stockholders' equity of $1,223,000.

Liquidity and Capital Resources

The Company had negative working capital of $1,410,000 atSeptember 30, 2009, compared to working capital of $2,021,000 atDecember 31, 2008. The decrease in working capital was dueprimarily to the decrease in current assets held for sale as aresult of the Assignment.

At September 30, 2009, the Company had cash and cash equivalentsand restricted cash of $803,000 compared to cash and cashequivalents and restricted cash of $423,000 at December 31, 2008.

Net cash provided by operating activities for the nine monthsended September 30, 2009, was $2,631,000 compared to net cash usedin operations of $3,494,000 for the same period of 2008.

Net cash provided by investing activities for the nine monthsended September 30, 2009, was $1,005,000 compared to net cash usedin investing activities of $35,000 for the same period of 2008.The increase in cash provided by investing activities was dueprimarily to the proceeds from the disposal of assets held forsale.

Net cash used in financing activities in the nine months endedSeptember 30, 2009, was $3,262,000 compared to net cash providedby financing activities of $3,234,000 for the same period of 2008.The decrease in cash provided by investing activities was dueprimarily to the repayment of debt.

Going Concern Doubt

The industry in which the Company is operating has been impactedby a number of adverse factors over the past three and a halfyears. As a result, the Company has incurred losses for the nineand three months ended September 30, 2009, and the year endedDecember 31, 2008. The Company's independent registered publicaccounting firm issued its report dated March 27, 2009, inconnection with the audit of the Company's financial statements asof December 31, 2008, that included an explanatory paragraphdescribing the existence of conditions that raise substantialdoubt about the Company's ability to continue as a going concern.

In order to address the need to satisfy its continuing obligationsand realize its long term strategy, management has been reviewingvarious strategic alternatives and has taken several steps and isconsidering additional actions to improve the Company's operatingand financial results, which the Company hopes will be sufficientto provide it with the ability to continue as a going concern.

Based in Pompano Beach Fla., Imperial Industries, Inc. (OTC: IPII)-- http://www.imperialindustries.com/-- is a building products company. The Company is engaged in the manufacturing anddistribution of stucco, plaster and roofing products to buildingmaterials dealers, contractors and others through its subsidiary,Premix-Marbletite Manufacturing Co. The Company sells productsthroughout the Southeastern United States with facilities in theState of Florida.

INDUSTRY WEST: Loan Woes Prompt Chapter 11 Filing-------------------------------------------------Industry West Commerce Center LLC filed for Chapter 11 bankruptcyafter Central Pacific Bank refused to extend its constructionloan. The bank demanded repayment after the loan expired in July2008, according to Robert Digitale at The Press Democrat.

The Company listed both its assets and its liabilities at between$10 million and $50 million. The number of creditors was listedat between one and 49, Mr. Digitale says.

INHIBITEX INC: Regains NASDAQ Listing Compliance------------------------------------------------Inhibitex, Inc. has received notice from The NASDAQ Stock Marketstating that, as the bid price of the Company's common stock hasclosed at or above $1.00 per share for 10 consecutive businessdays, the Company has regained compliance with Nasdaq's ListingRule 5550(a)(2) and its delisting matter has been closed.Accordingly, the Company is currently in full compliance with alllisting requirements of the Nasdaq Capital Market.

Inhibitex, Inc. -- http://www.inhibitex.com/-- is a biopharmaceutical company focused on the development ofdifferentiated anti-infective products to prevent and treatserious infections. The Company focuses in the development ofsmall molecule antiviral compounds, and in particular, therapiesto treat shingles (herpes zoster) and chronic hepatitis Cinfections (HCV). The Company's anti-infective product candidatesinclude FV-100, HCV Polymerase Inhibitors, HIV IntegraseInhibitors, Aurexis and Staphylococcal Vaccines.

The Journal, citing people close to the protracted tug-of-war forAsia's largest carrier, relates that American's bid to keep JALhas gained traction recently at least in part because of growingconcerns a JAL-Delta partnership would trigger antitrust concernsin the U.S.

The Troubled Company Reporter, citing the Wall Street Journal,said on January 13, 2010, that Japanese government officials werepushing JAL to choose Delta as its new alliance partner overAmerican. People familiar with the matter told the Journal atthat time that JAL received official advice that a tie-up withDelta would be more advantageous on the grounds that Delta has amore robust trans-Pacific flight network and a stronger Asiannetwork than American.

The Journal now relates one person close to the deliberations saidJAL's new chairman, Kazuo Inamori, started from scratch indeciding whether Asia's biggest carrier by revenue should allyitself with Fort Worth, Texas-based American or Atlanta-basedDelta in a joint venture on trans-Pacific flights.

Mr. Inamori, who took over as JAL's chairman Feb. 1, has hadconversations with officials in Washington focusing on whether aDelta-JAL tie-up would receive antitrust immunity, the Journal'ssource added.

The Journal relates the Enterprise Turnaround Initiative Corp. ofJapan, the quasi-governmental body that is tasked withrestructuring JAL, is also favoring a broader tie-up withAmerican.

JAL plans to tell Delta as early as this week that it willterminate the tie-up negotiation, while together with American theJapanese airline will apply for anti-trust immunity with the USDepartment of Transportation within this month, the AFP reportsciting the Nikkei business daily.

Masaru Onishi, the new president of JAL, said an official decisionon a partner is slated to be made this week or early next week,the Journal notes.

About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:AMR) operates with its principal subsidiary, American AirlinesInc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jetservice to about 150 destinations throughout North America, theCaribbean, Latin America, including Brazil, Europe and Asia.American is also a scheduled airfreight carrier, providingfreight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns tworegional airlines, American Eagle Airlines Inc. and ExecutiveAirlines Inc., and does business as "American Eagle." AmericanBeacon Advisors Inc., a wholly owned subsidiary of AMR, isresponsible for the investment and oversight of assets of AMR'sU.S. employee benefit plans, as well as AMR's short-terminvestments.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'corporate ratings from Standard & Poor's. They also continue tocarry 'B2' corporate family ratings from Moody's.

About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of airtransport services. The Company is active in five businesssegments through its 203 subsidiaries and 83 associated companies.JAL International Co. Ltd. is a wholly owned operating subsidiaryof Japan Airlines Corporation.

The Debtor did not file a list of its 20 largest unsecuredcreditors when it filed its petition.

The petition was signed by Karen DeMartini, president of theCompany.

KEMET CORP: Posts $1.8 Million Net Loss in December Quarter-----------------------------------------------------------KEMET Corporation reported a net loss of $1.8 million for thethird quarter ended December 31, 2009, as compared to a net lossof $13.1 million for the same period of fiscal year 2009.

Net sales for third quarter of fiscal year 2010 were$199.9 million, which represented a 4.8% increase from net salesof $190.7 million in the third quarter of fiscal year 2009.Improving economic conditions led to higher sales in each of thequarters following the fourth quarter of fiscal year 2009 when theimpact of the economic downturn had its most adverse affect on theCompany's sales and net sales declined to $136.0 million. Netsales for the first quarter of fiscal year 2010 improved to$150.2 million, a 10.4% increase over the fourth quarter of fiscalyear 2009, and net sales improved to $173.3 million in the secondquarter of fiscal year 2010, a 15.4% increase compared to firstfiscal quarter of fiscal year 2010. Similarly, net sales furtherimproved to $199.9 million in the third quarter of fiscal year2010, a 15.3% increase compared to the second quarter of fiscalyear 2010. The Company expects this trend of improving sales tocontinue, albeit at a more moderate rate, in the fourth quarter offiscal year 2010 if the global economy continues to improve.

Gross margin percentage for the third quarter of fiscal year 2010increased to 18.2% from 12.7% in the third quarter of fiscal year2009. Savings from several cost reduction plans that wereinitiated throughout fiscal year 2009 were partially responsiblefor the improvement. These improvements were partially offset bya higher negative gross margin in Film and Electrolytic for thethird quarter of fiscal year 2010 where further cost reductionsare needed in order to offset the impact of lower volume.

Operating income for the third quarter of fiscal year 2010 was$6.2 million compared to an operating loss of $8.2 million for thethird quarter of fiscal year 2009. Gross margin increased$12.1 million as compared to the same quarter of fiscal year 2009.Operating expenses increased $1.1 million and restructuringcharges were $3.3 million lower than the third quarter of fiscalyear 2009. In addition, write-down of long-lived assets increasedby $0.7 million over the third quarter of fiscal year 2009 whichwas offset by a decrease in loss on sales and disposals of assetsof $814,000 over the third quarter of fiscal year 2009.

Other expense, net increased from an expense of $4.2 million inthe third quarter of fiscal year 2009 to an expense of$8.1 million in the third quarter of fiscal year 2010. Otherexpense increased in the third quarter of fiscal year 2010 versusthe comparable period in the prior year primarily due to anincrease in foreign currency translation losses and interestexpense increased by $849,000 in the third quarter of fiscal year2010 compared to the corresponding period in fiscal year 2009 dueto an increase in debt discount amortization.

Income tax benefit for the third quarter of fiscal year 2010 was$93,000 compared to an income tax expense of $793,000 for thethird quarter of fiscal year 2009.

Cash and cash equivalents increased by $25.8 million for the ninemonth period ended December 31, 2009, as compared with a decreaseof $56.0 million during the nine month period ended December 31,2008.

Cash flows from operations improved by $46.7 million in the ninemonth period ended December 31, 2009, compared to the nine monthperiod ended December 31, 2008. The Company generated cash fromoperating assets and operating liabilities of $13.5 million as itcontinued to focus on controlling its working capital. However,when compared to the nine month period ended December 31, 2008,cash generated from operating assets and liabilities decreased by$1.3 million. The increase in cash generated from operationsoccurred primarily through an improvement in the Company'soperating cost structure. This improvement was driven largelythrough cost savings generated by the cost reduction plansinitiated throughout fiscal year 2009. The $38.9 million gain onearly extinguishment of debt and the $81.1 million increase in thewarrant value were non-cash items and did not affect cash providedby operations in the nine month period ended December 31, 2009.Similarly, two large non-cash items affected net income in thenine month period ended December 31, 2008, but did not affect cashprovided by operations. These items included goodwill impairmentand the write down of long-lived assets for $239.5 million.

Cash used in investing activities was $9.1 million for nine monthperiod ended December 31, 2009, compared to cash provided byinvesting activities of $6.2 million in the nine month periodended December 31, 2008. The primary reason for the decrease wasthe receipt of $34.9 million in proceeds from the sale of assetsin the nine month period ended December 31, 2008, and an increaseof $1.5 million in restricted cash for the nine month endedDecember 31, 2009. due to amounts received from the Ministry ofEconomy in Mexico to be utilized for salary or salary relatedexpenses for our Mexican operations. These decreases in cash usedin investing activities were partially offset by a $20.1 milliondecrease in capital expenditures and a decrease of $1.0 millionrelated to acquisitions in the nine month period endedDecember 31, 2009, compared to the nine month period endedDecember 31, 2008.

Cash used in financing activities was $1.1 million in the ninemonth period ended December 31, 2009, as compared to cash used infinancing activities of $50.1 million in the nine month periodended December 31, 2008.

As of December 31, 2009, the Company was in compliance with itsfinancial covenants under the Revised Amended and RestatedPlatinum Credit Facility and Facility A with UniCredit CorporateBanking S.p.A.. In addition, based on the Company's performancefor the nine month period ended December 31, 2009, and futureoperating plans, the Company currently forecasts that the Companywill be in compliance with the financial covenants required by theRevised Amended and Restated Platinum Credit Facility and FacilityA at each of the measurement dates during fiscal year 2010. TheCompany continues to anticipate a steady recovery over the nextseveral quarters of the principal markets and industries intowhich its products are sold. The Company's expectations in thisregard are based on various information sources including industrysurveys and input from various key customers. Notwithstanding theCompany's performance during the nine month period endedDecember 31, 2009, there can be no assurance that the Company willachieve its forecasted operating profit, generate adequateliquidity, or meet the financial covenants required by the RevisedAmended and Restated Platinum Credit Facility and the UniCreditfacilities for the balance of the fiscal year.

The Company's liquidity needs arise from working capitalrequirements, capital expenditures, principal and interestpayments on debt, and costs associated with the implementation ofrestructuring plans. Historically, these cash needs have been metby cash flows from operations, borrowings under credit agreements,and existing cash balances.

At December 31, 2009, and March 31, 2009, the Company had totallong-term debt of outstanding of $222.1 million and$280.8 million, respectively.

Going Concern Doubt

In its report dated June 30, 2009, regarding the Company'sconsolidated financial statements, KPMG LLP, expressed substantialdoubt about the Company's ability to continue as a going concernas a result of the decline in net sales, profitability andliquidity during the year ended March 31, 2009, the Company'sexpectation that it will achieve the required level ofprofitability under an "EBITDA" covenant by only a narrow marginand that, given the degree of uncertainty with respect to thenear-term outlook for the global economy and the possible effectson the Company's operations, there is significant uncertainty asto whether the Company's forecasts will be achieved. .

About KEMET Corporation

Based in Simpsonville, South Carolina, KEMET Corporation (OTC BB:KEME) -- http://www.kemet.com/-- is a leading manufacturer of the majority of capacitor types, including tantalum, multilayerceramic, solid aluminum, plastic film, paper and electrolyticcapacitors. Capacitors are electronic components that store,filter and regulate electrical energy and current flow and are oneof the essential passive components used in circuit boards.

KEMET manufactures capacitors in Bulgaria, China, Finland,Germany, Indonesia, Italy, Mexico, Portugal, Sweden, the UnitedKingdom, and the United States. Substantially all of themanufacturing previously located in the United States has beenrelocated to the Company's lower-cost manufacturing facilities inMexico and China. Production that remains in the U.S. focusesprimarily on early-stage manufacturing of new products and otherspecialty products for which customers are predominantly locatedin North America.

(A) The leasehold interest in that certain Lease Agreement dated August 2, 2005, by and between Clark County (as lessor) and Debtor (as lessee by assignment) concerning certain real property located at the Henderson Executive Airport, together with all easements, air, mineral and riparian rights and all tenements, hereditaments, privileges, and appurtenances belonging or in any way appertaining thereto;

(B) All buildings, structures and improvements situate on the Leasehold Interest; and

(C) The use of appurtenant easements to the Leasehold Interest, whether or not of record, strips and rights-of-way abutting, adjacent, contiguous, or adjoining the Leasehold Interest;

to Maverick Helicopters, Inc., for $1.5 million, subject to anyhigher and better offers.

Any competing bids must be received by the Debornot by 5:00 p.m.,Pacific Time, on February 24, 2010. If necessary, an auction willbe held on February 25, 2010, at 10:00 a.m., Pacific Time, at theUnited States Bankruptcy Court for the District of Nevada in LasVegas. The Honorable Chief Judge Mike Nakagawa will convene aSale Hearing on March 3, 2010, at 3:00 p.m., Pacific Time.

Objections to sale must be filed by 9:00 a.m. on February 25,2010, and served on:

King Real Estate Holdings LLC, based in Las Vegas., Nev., filed aChapter 11 petition (Bankr. D. Nev. Case No. 09-11314) onJanuary 30, 2009, estimating its assets and debts at less than$10 million at the time of the filing.

LANDAMERICA FINANCIAL: Unit Sues UnitedTech For Contract Breach---------------------------------------------------------------Law360 reports that a bankrupt subsidiary of insurer LandAmericaFinancial Group Inc. that recently sold its assets to UnitedTechLender Services Inc. has lodged an adversary complaint thataccuses UnitedTech of using funds from the deal for items outsideits contractual scope, such as prepetition liabilities.

LandAmerica Financial Group, Inc., provides real estatetransaction services with offices nationwide and a vast network ofactive agents. LandAmerica and its affiliates operate throughapproximately 700 offices and a network of more than 10,000 activeagents throughout the world, including Mexico, Canada, theCaribbean, Latin America, Europe, and Asia.

LANDMARK FENCE: Alter Ego Claims Belong to Debtor's Estate----------------------------------------------------------WestLaw reports that alter ego claims asserted by a corporateChapter 11 Debtor's employees, seeking to hold its soleshareholder and chief executive officer personally liable forovertime that the employees had allegedly worked without receivingany additional pay or benefits, based on an alleged lack ofseparation between the corporation and the CEO, who allegedly madeall corporate decisions and controlled all finances, includingthose dealing with employment and pay issues, were general alterego claims, that belonged to the bankruptcy estate. The lack ofseparation on which the employees relied as a basis for piercingthe corporate veil and holding the CEO personally liable forunpaid overtime severely impacted the financial condition of thecorporation as a whole and resulted in general damages to allcreditors. In re Landmark Fence Co. Inc., --- B.R. ----, 2010 WL148850 (Bankr. C.D. Cal.).

Landmark Fence Co., Inc., sought Chapter 11 protection (Bankr.C.D. Calif. Case No. 09-20206) on May 14, 2009, is represented byCharles Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchotin Newport Beach, Calif, and estimated its assets at less than$100,000 and debts at more than $1 million at the time of thefiling.

LAS VEGAS SANDS: Bank Debt Trades at 13% Off in Secondary Market----------------------------------------------------------------Participations in a syndicated loan under which Las Vegas SandsCorp. is a borrower traded in the secondary market at 87.31 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 0.77percentage points from the previous week, The Journal relates.The Company pays 175 basis points above LIBOR to borrow under thefacility. The debt matures on May 1, 2014, and carries Moody's B3rating and Standard & Poor's B- rating.

Meanwhile, participations in a syndicated loan under whichVenetian Macau US Finance Co., LLC, is a borrower traded in thesecondary market at 95.16 cents-on-the-dollar during the weekended Friday, Feb. 5, 2010, according to data compiled by LoanPricing Corp. and reported in The Wall Street Journal. Thisrepresents a drop of 0.54 percentage points from the previousweek, The Journal relates. The Company pays 550 basis pointsabove LIBOR to borrow under the facility. The debt matures onMay 25, 2011, and carries Moody's B3 rating and Standard & Poor'sB- rating.

The syndicated loans are two of the biggest gainers and losersamong 180 widely quoted syndicated loans with five or more bids insecondary trading for the week ended Friday.

The Company also carries "B-" issuer credit ratings from Standard& Poor's.

LAUREATE EDUCATION: Bank Debt Trades at 7% Off in Secondary Market------------------------------------------------------------------Participations in a syndicated loan under which LaureateEducation, Inc., is a borrower traded in the secondary market at93.00 cents-on-the-dollar during the week ended Friday, Feb. 5,2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents an increaseof 0.81 percentage points from the previous week, The Journalrelates. The Company pays 325 basis points above LIBOR to borrowunder the facility. The debt matures on Aug. 17, 2014, andcarries Moody's B1 rating and Standard & Poor's B rating. Thesyndicated loan is one of the biggest gainers and losers among 180widely quoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

Laureate Education, Inc., is based in Baltimore, Maryland, andoperates a leading international network of accredited campus-based and online universities with 26 institutions in 15countries, offering academic programs to about 311,000 studentsthrough 74 campuses and online delivery. Laureate offers a broadrange of career-oriented undergraduate and graduate programsthrough campus-based universities located in Latin America,Europe, and Asia. Through online universities, Laureate offersthe growing population of non-traditional, working-adult studentsthe convenience and flexibility of distance learning to pursueundergraduate, master's and doctorate degree programs in majorcareer fields including engineering, education, business, andhealthcare. Laureate had revenues of approximately $1.4 billionin fiscal 2007.

LEAP WIRELESS: Bank of New York Mellon Reports 6.46% Stake----------------------------------------------------------The Bank of New York Mellon Corporation disclosed that as ofDecember 31, 2009, it may be deemed to beneficially own 5,001,416shares or roughly 6.46% of the common stock of Leap WirelessInternational, Inc.

The Troubled Company Reporter on February 2, 2010, citing The WallStreet Journal's Jeffrey McCracken and Niraj Sheth, said LeapWireless has hired Goldman Sachs Group and formed a special boardcommittee to look into selling the company or merging with rivals.

About Leap

Headquartered in San Diego, California, Leap WirelessInternational, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/-- and its joint ventures provide wireless services in 34 statesand the District of Columbia and hold licenses in 35 of the top 50U.S. markets. Through its affordable, flat-rate service plans,Cricket offers customers a choice of unlimited voice, text, high-speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarilyinto rural markets. It has customers in 34 states and annualsales around $2.3 billion, making it the seventh-largest wirelesscarrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,including $222.9 million in cash and cash equivalents, againsttotal liabilities of $3.55 billion and redeemable noncontrollinginterests of $75.7 million, resulting in $1.74 billion instockholders' equity.

* * *

According to the Troubled Company Reporter on April 29, 2009,Standard & Poor's Ratings Services revised its outlook on LeapWireless International Inc. to positive from stable. At the sametime, S&P affirmed its ratings on the San Diego-based wirelesscarrier, including the "B-" long-term corporate credit rating and"B+" secured bank loan rating on subsidiary Cricket CommunicationsInc.

LEAP WIRELESS: BlackRock Reports 6% Equity Stake------------------------------------------------BlackRock Inc. disclosed that as of December 31, 2009, it may bedeemed to beneficially own 4,648,024 shares or roughly 6% of thecommon stock of Leap Wireless International, Inc.

The Troubled Company Reporter on February 2, 2010, citing The WallStreet Journal's Jeffrey McCracken and Niraj Sheth, said LeapWireless has hired Goldman Sachs Group and formed a special boardcommittee to look into selling the company or merging with rivals.

About Leap

Headquartered in San Diego, California, Leap WirelessInternational, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/-- and its joint ventures provide wireless services in 34 statesand the District of Columbia and hold licenses in 35 of the top 50U.S. markets. Through its affordable, flat-rate service plans,Cricket offers customers a choice of unlimited voice, text, high-speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarilyinto rural markets. It has customers in 34 states and annualsales around $2.3 billion, making it the seventh-largest wirelesscarrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,including $222.9 million in cash and cash equivalents, againsttotal liabilities of $3.55 billion and redeemable noncontrollinginterests of $75.7 million, resulting in $1.74 billion instockholders' equity.

* * *

According to the Troubled Company Reporter on April 29, 2009,Standard & Poor's Ratings Services revised its outlook on LeapWireless International Inc. to positive from stable. At the sametime, S&P affirmed its ratings on the San Diego-based wirelesscarrier, including the "B-" long-term corporate credit rating and"B+" secured bank loan rating on subsidiary Cricket CommunicationsInc.

Leap said as of January 29, 2010, the securities were held by 40entities.

Each of Cricket Licensee (Reauction), LLC, Cricket Licensee I, LLCand Cricket Licensee 2007, LLC were subsidiary guarantors of the7.75% Senior Secured Notes due 2016 and their guarantees wereregistered in the Registration Statement on Form S-4 filed withSecurities and Exchange Commission on October 15, 2009 (File No.333-162510). On December 31, 2009, Cricket Licensee I, LLC andCricket Licensee 2007, LLC were merged with and into CricketLicensee (Reauction), LLC. In connection with such merger,Cricket Licensee (Reauction), LLC changed its name to CricketLicense Company, LLC.

The Troubled Company Reporter on February 2, 2010, citing The WallStreet Journal's Jeffrey McCracken and Niraj Sheth, said LeapWireless has hired Goldman Sachs Group and formed a special boardcommittee to look into selling the company or merging with rivals.

About Leap

Headquartered in San Diego, California, Leap WirelessInternational, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/-- and its joint ventures provide wireless services in 34 statesand the District of Columbia and hold licenses in 35 of the top 50U.S. markets. Through its affordable, flat-rate service plans,Cricket offers customers a choice of unlimited voice, text, high-speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarilyinto rural markets. It has customers in 34 states and annualsales around $2.3 billion, making it the seventh-largest wirelesscarrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,including $222.9 million in cash and cash equivalents, againsttotal liabilities of $3.55 billion and redeemable noncontrollinginterests of $75.7 million, resulting in $1.74 billion instockholders' equity.

* * *

According to the Troubled Company Reporter on April 29, 2009,Standard & Poor's Ratings Services revised its outlook on LeapWireless International Inc. to positive from stable. At the sametime, S&P affirmed its ratings on the San Diego-based wirelesscarrier, including the "B-" long-term corporate credit rating and"B+" secured bank loan rating on subsidiary Cricket CommunicationsInc.

LEAP WIRELESS: Iridian Asset Management Reports 5% Stake--------------------------------------------------------Iridian Asset Management LLC, David L. Cohen and Harold J. Levydisclosed that as of December 31, 2009, they may be deemed tobeneficially own in the aggregate 3,896,869 shares of Common Stockof Leap Wireless International Inc., which equates to roughly 5.0%of the outstanding shares.

Iridian has direct beneficial ownership of the shares of CommonStock in the accounts for which it serves as the investmentadviser under its investment management agreements. Messrs. Cohenand Levy may be deemed to possess beneficial ownership of theshares of Common Stock beneficially owned by Iridian.

Iridian is majority owned by Arovid Associates LLC, a Delawarelimited liability company owned and controlled by the following:12.5% by Mr. Cohen, 12.5% by Mr. Levy, 37.5% by LLMD LLC, aDelaware limited liability company, and 37.5% by ALHERO LLC, aDelaware limited liability company. LLMD LLC is owned 1% by Mr.Cohen, and 99% by a family trust controlled by Mr. Cohen. ALHEROLLC is owned 1% by Mr. Levy and 99% by a family trust controlledby Mr. Levy. Each of Messrs. Cohen and Levy has a controllinginterest in Iridian, and serves as Co-Chief Executive Officer andCo-Chief Investment Officer of Iridian.

The Troubled Company Reporter on February 2, 2010, citing The WallStreet Journal's Jeffrey McCracken and Niraj Sheth, said LeapWireless has hired Goldman Sachs Group and formed a special boardcommittee to look into selling the company or merging with rivals.

About Leap

Headquartered in San Diego, California, Leap WirelessInternational, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/-- and its joint ventures provide wireless services in 34 statesand the District of Columbia and hold licenses in 35 of the top 50U.S. markets. Through its affordable, flat-rate service plans,Cricket offers customers a choice of unlimited voice, text, high-speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarilyinto rural markets. It has customers in 34 states and annualsales around $2.3 billion, making it the seventh-largest wirelesscarrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,including $222.9 million in cash and cash equivalents, againsttotal liabilities of $3.55 billion and redeemable noncontrollinginterests of $75.7 million, resulting in $1.74 billion instockholders' equity.

* * *

According to the Troubled Company Reporter on April 29, 2009,Standard & Poor's Ratings Services revised its outlook on LeapWireless International Inc. to positive from stable. At the sametime, S&P affirmed its ratings on the San Diego-based wirelesscarrier, including the "B-" long-term corporate credit rating and"B+" secured bank loan rating on subsidiary Cricket CommunicationsInc.

LEHMAN BROTHERS: Investors Try to Revive Minibonds Action---------------------------------------------------------Law360 reports that investors in minibonds marketed by LehmanBrothers Holdings Inc. have appealed to the U.S. District Courtfor the Southern District of New York a bankruptcy court'sdismissal of their class action, which sought to prevent theseizure of more than $1 billion in collateral currently held byHSBC Bank USA.

Meanwhile, ABI reports that U.S. District Judge Lewis A. Kaplan onTuesday threw out a lawsuit by participants in Lehman BrothersHoldings Inc.'s retirement plan over allegations that thecompany's directors knew of Lehman's deteriorating financialcondition but failed to protect the plan.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For morethan 150 years, Lehman Brothers has been a leader in the globalfinancial markets by serving the financial needs of corporations,governmental units, institutional clients and individualsworldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petitionlisted US$639 billion in assets and US$613 billion in debts,effectively making the firm's bankruptcy filing the largest inU.S. history. Several other affiliates followed thereafter.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of theU.S. District Court for the Southern District of New York, enteredan order commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure forUS$1.75 billion. Nomura Holdings Inc., the largest brokeragehouse in Japan, purchased LBHI's operations in Europe for US$2plus the retention of most of employees. Nomura alsobought Lehman's operations in the Asia Pacific for US$225 million.

International Operations Collapse

Lehman Brothers International (Europe), the principal UK tradingcompany in the Lehman group, was placed into administration,together with Lehman Brothers Ltd, LB Holdings PLC and LB UK REHoldings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann andMike Jervis, partners at PricewaterhouseCoopers LLP, have beenappointed as joint administrators to Lehman Brothers International(Europe) on September 15, 2008. The joint administrators havebeen appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.filed for bankruptcy in the Tokyo District Court on September 16.Lehman Brothers Japan Inc. reported about JPY3.4 trillion(US$33 billion) in liabilities in its petition.

The rating withdrawals reflect S&P's view that S&P hasinsufficient information to assess the DPCs' ability to performtheir swap obligations to the counterparties following an extendedperiod in which they have not sent information regarding theircapital adequacy and continued performance to thosecounterparties.

The two DPCs had supplied capital reports until shortly beforethey filed for voluntary bankruptcy on Oct. 5, 2008, two weeksafter Lehman Brothers Inc. filed for voluntary bankruptcy inSeptember 2008. LBDP's reports indicated that it had sufficientfinancial resources to pay outstanding counterparty marks on thescheduled termination payment day. LBFP's reports stated that ithad sufficient financial resources to enable the contingentmanager to hedge LBFP's swaps according to its guidelines. AfterLBDP and LBFP filed for bankruptcy, S&P lowered its issuer creditratings on the DPCs to "CCt" and "CC", respectively, and placedthe ratings on CreditWatch negative because S&P believed thefilings would likely increase the uncertainty regarding LBDP'stermination payment process and LBFP's outstanding swapperformance.

While the bankruptcy court proceedings continue as of Feb. 4,2010, S&P has not received any new information from LBDP and LBFPregarding their capital adequacy and swap performance since theirbankruptcy filings. In the absence of this information, S&P iswithdrawing its issuer credit ratings on the DPCs.

LEHMAN BROTHERS: Amended Suit Filed vs. 3 Units & 10 Managers-------------------------------------------------------------A First Amended Complaint was filed before the U.S. District Courtfor the Southern District of New York on January 31, 2010, againstthree Lehman Brothers affiliates and 10 Lehman managers. Thecomplaint was originally filed on October 30, 2009, and wasassigned case number 1-cv-09-9100.

The filing was for "over 60 limited partners" (LPs) within LBREPIII who contributed funds to the effort to recover for real estatelosses. The LPs appointed a 4-member Committee to prosecute theaction as representatives and retain counsel, Arthur Russell ofNew York, and Ted Parker of Orinda, CA. Class Period is November2007 to May 2008. LBREP III Class Members may move to serve aslead plaintiff until April 6, 2010 -- 60 days after the Notice ofAmended Class action was issued.

A lead plaintiff acts for other class members in directinglitigation. To be appointed, the Court determines that the claimis typical and he/she will adequately represent the class. One ormore class members may be "lead plaintiffs." The Committee seeksan order entitling all members to be lead plaintiffs.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For morethan 150 years, Lehman Brothers has been a leader in the globalfinancial markets by serving the financial needs of corporations,governmental units, institutional clients and individualsworldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petitionlisted US$639 billion in assets and US$613 billion in debts,effectively making the firm's bankruptcy filing the largest inU.S. history. Several other affiliates followed thereafter.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of theU.S. District Court for the Southern District of New York, enteredan order commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure forUS$1.75 billion. Nomura Holdings Inc., the largest brokeragehouse in Japan, purchased LBHI's operations in Europe for US$2plus the retention of most of employees. Nomura alsobought Lehman's operations in the Asia Pacific for US$225 million.

International Operations Collapse

Lehman Brothers International (Europe), the principal UK tradingcompany in the Lehman group, was placed into administration,together with Lehman Brothers Ltd, LB Holdings PLC and LB UK REHoldings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann andMike Jervis, partners at PricewaterhouseCoopers LLP, have beenappointed as joint administrators to Lehman Brothers International(Europe) on September 15, 2008. The joint administrators havebeen appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.filed for bankruptcy in the Tokyo District Court on September 16.Lehman Brothers Japan Inc. reported about JPY3.4 trillion(US$33 billion) in liabilities in its petition.

LEVEL PROPANE: 6th Cir. Says Motions to Vacate Were Too Late------------------------------------------------------------WestLaw reports that a bankruptcy court did not abuse itsdiscretion in determining that a creditor's motion to vacateseveral key orders in the underlying bankruptcy case on the basisof fraud was not brought within a "reasonable" time, within themeaning of the rule governing motions for relief from judgment.The bankruptcy case was more than seven years old, and allegationsof fraud were raised by the Chapter 11 Debtors' former soleshareholder within the first six months of the case. A court-appointed examiner, moreover, thoroughly investigated theallegations and concluded that the evidence did not support theallegations of misconduct. The Debtors' former sole shareholdermade at least five subsequent unsuccessful attempts to overturnkey orders based on his allegations of fraud. Through its motion,the creditor was attempting "one more bite at the apple" bysubmitting "new" items of evidence going to the same issues offraud. In re Level Propane Gases, Inc., ---B.R.----, 2010 WL338818 (6th Cir. BAP).

Creditors of Level Propane Gasses, Inc., filed an involuntaryChapter 7 petition against the company on June 11, 2002. OnJune 11, 2002, the Bankruptcy Court approved an Agreed Order andStipulation which converted the case to a chapter 11 proceeding.During the second year of the bankruptcy case, the former soleshareholder, William Maloof began to make allegations of fraud.Prof. Ray Warner was appointed as examiner on April 30, 2003. OnJune 6, 2003, the Examiner filed his report with the Court, andconcluded that the evidence did not support the allegations ofmisconduct on the part of Debtors' attorneys, Benesch FriedlanderCoplan & Aronoff. On July 2, 2003, the Debtors' propanedistribution business was sold as a going concern. On January 21,2004, the Debtors' parking lot business was sold as a goingconcern.

LIBBEY INC: Receives Tenders & Consents for Senior Secured Notes----------------------------------------------------------------Libbey Inc. said that its wholly-owned subsidiary Libbey GlassInc., in connection with its previously announced tender offer andconsent solicitation, had received, as of 5:00 p.m. New York Citytime, on February 5, 2010, tenders and consents from holders of$306 million in aggregate principal amount, representing 100% ofthe total outstanding principal amount, of Libbey Glass's FloatingRate Senior Secured Notes due 2011 (CUSIP No. 52989LAC3).

Tendered Notes could have been withdrawn at any time on or priorto 5:00 p.m., New York City time, on February 5, 2010. Becausethe Withdrawal Date has passed, Notes tendered and consents givenmay not be validly withdrawn or revoked, other than as required byapplicable law. The tender offer is scheduled to expire at11:59 p.m., New York City time, on February 22, 2010, unlessextended by Libbey Glass.

Libbey Glass expects to accept for purchase all Notes validlytendered on February 8, 2010. Libbey Glass's obligation to acceptfor purchase and pay the consideration for validly tendered Notesis subject to, and conditioned upon, satisfaction or, whereapplicable, Libbey Glass's waiver of, a series of relatedrefinancing transactions and certain other conditions listed inthe Statement. Libbey Glass reserves the right to waive any andall conditions to the Offer.

The principal purpose of the Offer was to acquire all outstandingNotes and to eliminate substantially all of the restrictivecovenants and to modify certain of the events of default and otherprovisions in the Indenture.

Based in Toledo, Ohio, since 1888, Libbey operates glass tablewaremanufacturing plants in the United States in Louisiana and Ohio,as well as in Mexico, China, Portugal and the Netherlands. Libbeysupplies tabletop products to foodservice, retail, industrial andbusiness-to-business customers in over 100 countries. In 2008,Libbey Inc.'s net sales totaled $810.2 million.

* * *

According to the Troubled Company Reporter on Feb. 1, 2010,Standard & Poor's Ratings Services said that it affirmed its "B"corporate credit rating on Toledo, Ohio-based Libbey Inc. Theoutlook is stable.

Net income for the second quarter of fiscal 2010 was $41,676 or$0.01 per basic and $0.00 per diluted common share, compared witha net loss of $1.7 million or $0.29 per basic and diluted percommon share for the same period in fiscal 2009. Weighted-averageshares outstanding increased to 8,163,675 in the second quarter offiscal 2010 compared to 5,892,829 in the second quarter in fiscal2009 primarily due to the issuance of shares of common stockrelated to a private placement in the first quarter of fiscal2010.

Revenue for the second quarter of fiscal 2010 ended December 31,2009, totaled $2.2 million compared to $1.9 million for the secondquarter of fiscal 2009, an increase of 16%. The increase from thesecond quarter of the prior fiscal year was primarily attributableto higher sales volumes of precision molded optics offset by lowervolumes of isolators.

Mr. Jim Gaynor, President and CEO of LightPath, commented, "I amextremely pleased to report LightPath's first positive net incomequarter in our history. We were able to achieve this net incomedue to hig her revenue, solid margin performance and lower SG&Aexpenses. Second fiscal quarter revenue increased 37.5% over thefirst fiscal quarter and we continued to grow our order backlogwhich increased 29% over the first quarter of fiscal 2010. Thisgrowth is driven primarily by increased business resulting fromour new recently released low cost RoHS compliant lenses for lasertools and telecom applications. SG&A expenses in the secondfiscal quarter were lower due a one time payment related to a D&Oinsurance claim and the extension of our investor relations mediacontract. As we continue to grow our top line and increase ourunit volume we anticipate continued margin improvement andprofitability resulting from better fixed cost utilization and ourpreviously announced direct cost improvements."

Mr. Gaynor continued, "We have identified markets that offersubstantial growth opportunity and we have introduced productsdesigned for these markets. We have organized our sales channelsto address these markets and we are implementing our strategicplan to penetrate these markets. These improvements along withcontinued aggressive cash management have positioned LightPath tobecome cash positive and reach its profitability goals."

Gross margin percentage in the second quarter of fiscal 2010compared to second quarter of fiscal 2009 increased to 43% from25%. Total manufacturing cost of $1,269,000 was approximately$170,000 lower in the second quarter of fiscal 2010 compared tothe same period of the prior fiscal year.

During the second quarter of fiscal 2010 total costs and expensesdecreased $590,000 to $754,000 compared to $1.3 million for thesame period in fiscal 2009. Included in total costs and expensesfor the second quarter of fiscal 2010 were $544,000 in selling,general and administrative expenses, which decreased $565,000 or51% from $1.1 million for the same period in the prior fiscalyear. The decrease in selling, general and administrativeexpenses included a reduction in salaries and benefits of $124,000for the second quarter of fiscal 2010 compared to the same periodin fiscal 2009 resulting from reduced headcount and salaryreductions. The Company also had an $88,000 decrease inconsulting fees, a $27,000 decrease in rent expense, a $33,000decrease in board of directors fees and a decrease of $11,000 inaccounting fees. Also, in the second quarter of fiscal 2010,LightPath benefited from the receipt of a one-time payment in theamount of $280,000 from the sale of its insurance claim againstthe Company's prior D&O insurance carrier as a reimbursement oflegal expenses the Company incurred. As a result, total operatingincome for the second quarter of fiscal 2010 improved to $204,000compared to a loss of $877,000 for the same period in fiscal 2009.

Interest expense was approximately $163,000 in the second quarterof fiscal 2010 as compared to $854,000 in the second quarter offiscal 2009.

Six Months Results

Revenue for the first six months of fiscal 2010 ended December 31,2009, totaled $3.8 million compared to $4.2 million for the firsthalf of fiscal 2009, a decrease of 11%. The decrease from thefirst half of the prior fiscal year was primarily attributable tolower sales volumes across all product lines except precisionmolded optics.

Total manufacturing cost of $2.2 million was $988,000 lower in thefirst half of fiscal 2010 compoared to the same period of theprior fiscal year.

During the first half of fiscal 2010 total operating expensesdecreased $900,000 to $1.9 million compared to $2.8 million forthe same period in fiscal 2009. As a result, total operating lossfor the first half of fiscal 2010 improved to $323,000 compared toa loss of $1.8 million for the same period in fiscal 2009.

Net loss for the first half of fiscal 2010 was $665,000 or $0.09per basic and diluted common share, compared with a net loss of$2.7 million or $0.49 per basic and diluted per common share forthe same period in fiscal 2009. Weighted-average sharesoutstanding increased to 7,739,087 in the first half of fiscal2010 compared to 5,652,444 in the first half in fiscal 2009primarily due to the issuance of shares of common stock related tothe private placement in the first quarter of fiscal 2010.

Balance Sheet

Cash and cash equivalents totaled $906,000 at December 31, 2009.Total current assets and total assets at December 31, 2009, were$3.9 million and $6.6 million compared to $3.3 million and$5.8 million, respectively, at June 30, 2009. Total currentliabilities and total liabilities at December 31, 2009, were$1.6 million and $3.8 million compared to $2.0 million and$4.1 million, respectively, for June 30, 2009. As a result, thecurrent ratio as of December 31, 2009, improved to 2.66 to 1compared to 2.43 to 1 as of June 30, 2009. Total stockholders'equity at December 31, 2009, totaled $2.7 million compared to$1.7 million at June 30, 2009.

As of December 31, 2009, backlog of orders scheduled to ship inthe next 12 months, was $4.0 million compared to $2.3 million asof June 30, 2009.

A full-text copy of the Company's Form 10-Q for the fiscal secondquarter ended December 31, 2009, is available for free at:

"Because of the current operating loss of $323,000 for the sixmonths ended December 31, 2009, as well as recurring operatinglosses during fiscal years 2009 and 2008 of $2.5 million and$5.5 million, respectively, and cash used in operations for thesix months ended December 31, 2009, of $479,000 as well as cashused in operations during fiscal years 2009 and 2008 of$1.5 million and $3.4 million, respectively, there is substantialdoubt about our ability to continue as a going concern. Ourcontinuation as a going concern is dependent on attainingprofitable operations through achieving revenue growth targets."

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

M & Z: List of Nine Largest Unsecured Creditors-----------------------------------------------M & Z Valley Associates, LLC, has filed with the U.S. BankruptcyCourt for the Central District of California a list of its ninelargest unsecured creditors.

M/I HOMES: Moody's Affirms Corporate Family Rating at "B3"----------------------------------------------------------Moody's Investors Service affirmed all the ratings of M/I Homes,Inc., including its corporate family rating of B3, its probabilityof default rating of B3, its senior notes rating of Caa1, itspreferred stock rating of Caa3, and its speculative-gradeliquidity rating of SGL-3. At the same time, the outlook wasrevised to stable from negative.

The revision of the outlook to stable from negative acknowledgesM/I Homes' success in 2009 in generating positive cash flow,building its unrestricted cash position relative to debt, andremaining in compliance with its financial covenants. Inaddition, the company's improving financial performance in thesecond half of 2009 suggests that it may return to profitabilityin 2010, which could enable its key credit metrics to graduallyreturn to levels more consistent with a B-rated company.

The B3 corporate family rating reflects the weakness in many ofM/I homes' key credits metrics, including interest coverage andreturn on assets. Even if the company were to return toprofitability in the coming quarters, Moody's would expect thesemetrics to remain weak for at least the remainder of 2010. Inaddition, several of its better-performing metrics in 2009,including free cash flow to debt and funds from operations todebt, are expected to weaken in 2010 as cash flow generation(excluding the impact of tax refunds) may potentially erode and/orturn negative as working capital needs increase, due toreinvestment in inventory.

At the same time, the company's corporate family rating issupported by its relatively modest adjusted debt to capitalizationratio relative to its similarly-rated peers. Whether or not M/IHomes can improve this metric in 2010 and 2011 will be a keyratings driver. In addition, the rating acknowledges M/I Homes'conservative and disciplined operating strategy, which has helpedthe company stay relatively clear of significant off balance sheetobligations and long land positions.

The SGL assessment takes into account internal and externalsources of liquidity, covenant compliance, and alternate sourcesof liquidity. M/I Homes' SGL-3 rating indicates an adequateliquidity profile. The company's positive cash flow generation,growing cash balance, and current headroom under its financialcovenants are offset by the expectation of reduced cash flow in2010, the uncertain impact of its revolver maturing in October of2010, and the lack of any significant sources of alternateliquidity.

Moody's most recent announcement concerning the ratings for M/IHomes was on March 5, 2009, when all of the ratings of M/I Homeswere lowered, including the company's corporate family rating toB3 from B2, senior unsecured notes rating to Caa1 from B3, andpreferred stock to Caa3 from Caa2.

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes,Inc., sells homes under the trade names M/I Homes and ShowcaseHomes, with homebuilding operations located in Columbus andCincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Tampaand Orlando, Florida; Charlotte and Raleigh, North Carolina; andthe Virginia and Maryland suburbs of Washington, D.C.Homebuilding revenues and consolidated net income for the twelvemonths ended December 31, 2009 were approximately $556 million and($62) million, respectively.

The Debtor did not file a list of its 20 largest unsecuredcreditors when it filed its petition.

The petition was signed by Ms. Gavan.

MCCLATCHY COMPANY: Discloses Amendment to Debt Tender Offer-----------------------------------------------------------The McClatchy Company has amended its offer to purchase for cashany and all of its outstanding 7.125% Notes due June 1, 2011 (the"2011 Notes"), which was previously announced on January 27, 2010.McClatchy has amended the Offer to increase the consideration paidfor each $1,000 principal amount of 2011 Notes that are validlytendered (and not validly withdrawn) on or before 5:00 p.m., NewYork City time on February 9, 2010 (the "Early Tender Date"). Theconsideration to be paid for each $1,000 principal amount of15.75% Senior Notes due 2014 that are validly tendered (and notvalidly withdrawn) was amended by Supplement No. 1 to the Offer toPurchase and Consent Solicitation Statement, dated February 3,2010 and has not been changed pursuant to this Amendment.

The terms and conditions of the Offer are set forth in the Offerto Purchase and Consent Solicitation Statement dated January 27,2010, as amended by Supplement No. 1 to the Offer to Purchase andConsent Solicitation Statement, dated February 3, 2010 and asamended by Supplement No. 2 to the Offer to Purchase and ConsentSolicitation Statement, dated February 4, 2010 and the relatedConsent and Letter of Transmittal. The new consideration offeredfor the 2011 Notes subject to the Offer is set forth in thefollowing table:

Holders of 2011 Notes that are validly on or before the EarlyTender Date will receive the amount set forth in the table aboveunder the heading "Total Consideration" for each $1,000 principalamount of 2011 Notes tendered, which includes an earlyparticipation premium of $50.00 per $1,000 principal amount of2011 Notes. Holders of the 2011 Notes that are validly tenderedafter the Early Tender Date will receive the amount set forth inthe table above under the heading "Tender Offer Consideration" foreach $1,000 principal amount of 2011 Notes tendered.

The Expiration Date, Early Tender Date, Consent Date, 2011Withdrawal Date and 2014 Withdrawal Date of the Offer have notbeen extended and no other terms of the Offer have been modifiedpursuant to this Amendment.

Credit Suisse Securities (USA) LLC is the Lead Dealer Manager andSolicitation Agent and Lazard Freres & Co. LLC is the Co-DealerManager and Solicitation Agent for the Offer.

About McClatchy Company

The McClatchy Company is the third largest newspaper company inthe United States, with 30 daily newspapers, 43 non-dailies, anddirect marketing and direct mail operations. McClatchy alsooperates leading local websites in each of its markets whichextend its audience reach. The websites offer users comprehensivenews and information, advertising, e-commerce and other services.Together with its newspapers and direct marketing products, theseinteractive operations make McClatchy the leading local mediacompany in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, theFort Worth Star-Telegram, The Kansas City Star, The CharlotteObserver, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,including 14.4% of CareerBuilder, the nation's largest online jobsite, 25.6% of Classified Ventures, a newspaper industrypartnership that offers two of the nation's premier classifiedwebsites: the auto website, cars.com, and the rental site,Apartments.com and 33.3% of HomeFinder, LLC which operates thereal estate website HomeFinder.com. McClatchy is listed on theNew York Stock Exchange under the symbol MNI.

At September 27, 2009, the Company had $3,325,395,000 in totalassets against $275,532,000 in total current assets and$2,947,256,000 in total non-current liabilities.

* * *

According to the Troubled Company Reporter on Jan. 29, 2010,Moody's Investors Service placed The McClatchy Company's Caa2Corporate Family Rating, Caa2 Probability of Default Rating andCaa3 senior unsecured note ratings on review for possible upgrade.In addition, Moody's assigned a (P)B1 rating to McClatchy'sproposed $875 million senior secured notes due 2017 and a (P)B1rating to the extended portion of its amended credit facility.

The review follows McClatchy's announcement that it has obtainedan amendment to extend the maturity on approximately 90% of itscredit facility by two years to July 2013, launched the offeringfor the proposed senior secured notes, and launched a tender offerfor all of its 7.125% notes due 2011 and 15.75% senior unsecuredguaranteed notes due 2014 at premiums to par (including earlyparticipation/consent payments). McClatchy plans to utilize thenet proceeds from the note offering to fund an approximate 60%paydown of extending credit facility instruments, and the notetender offers. Moody's believes the transactions wouldmeaningfully improve the company's liquidity position and reducenear term default risk and this drives the review for upgrade.

MCCLATCHY COMPANY: Discloses Pricing of $875MM of 2017 Notes------------------------------------------------------------The McClatchy Company has priced its offering of $875 millionaggregate principal amount of its 11.50% Senior Secured Notes due2017 to qualified institutional buyers pursuant to Rule 144A underthe Securities Act of 1933, as amended, and outside the UnitedStates to non-U.S. persons pursuant to Regulation S under theSecurities Act. The offering is expected to close on February 11,2010, subject to satisfaction of customary closing conditions.

The notes will have an issue price to the public of 98.824% andwill be senior obligations of McClatchy and will be guaranteed byeach of McClatchy's subsidiaries that guarantee indebtedness underMcClatchy's credit agreement. The notes and guarantees will besecured by a first-priority lien on certain of McClatchy's and thesubsidiary guarantors' assets, and will rank pari passu with liensgranted under McClatchy's credit agreement. Interest will bepayable semi-annually at a rate of 11.50% per annum on February 15and August 15 of each year, commencing on August 15, 2010.

McClatchy intends to use the net proceeds of the offering to repayapproximately $623 million under its credit agreement and to fundits cash tender offer for any and all of the approximately $166million aggregate principal amount of its 7.125% Notes due June 1,2011 and approximately $24 million aggregate principal amount ofits 15.75% Senior Notes due 2014.

This announcement does not constitute an offer to sell or asolicitation of an offer to buy any of the foregoing notes, norshall there be any offer, solicitation or sale in any state orjurisdiction in which such an offer, solicitation or sale would beunlawful.

The notes have not been registered under the Securities Act or anystate securities laws and may not be offered or sold in the UnitedStates absent registration or an applicable exemption from suchregistration requirements.

About McClatchy Company

The McClatchy Company is the third largest newspaper company inthe United States, with 30 daily newspapers, 43 non-dailies, anddirect marketing and direct mail operations. McClatchy alsooperates leading local websites in each of its markets whichextend its audience reach. The websites offer users comprehensivenews and information, advertising, e-commerce and other services.Together with its newspapers and direct marketing products, theseinteractive operations make McClatchy the leading local mediacompany in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, theFort Worth Star-Telegram, The Kansas City Star, The CharlotteObserver, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,including 14.4% of CareerBuilder, the nation's largest online jobsite, 25.6% of Classified Ventures, a newspaper industrypartnership that offers two of the nation's premier classifiedwebsites: the auto website, cars.com, and the rental site,Apartments.com and 33.3% of HomeFinder, LLC which operates thereal estate website HomeFinder.com. McClatchy is listed on theNew York Stock Exchange under the symbol MNI.

At September 27, 2009, the Company had $3,325,395,000 in totalassets against $275,532,000 in total current assets and$2,947,256,000 in total non-current liabilities.

* * *

According to the Troubled Company Reporter on Jan. 29, 2010,Moody's Investors Service placed The McClatchy Company's Caa2Corporate Family Rating, Caa2 Probability of Default Rating andCaa3 senior unsecured note ratings on review for possible upgrade.In addition, Moody's assigned a (P)B1 rating to McClatchy'sproposed $875 million senior secured notes due 2017 and a (P)B1rating to the extended portion of its amended credit facility.

The review follows McClatchy's announcement that it has obtainedan amendment to extend the maturity on approximately 90% of itscredit facility by two years to July 2013, launched the offeringfor the proposed senior secured notes, and launched a tender offerfor all of its 7.125% notes due 2011 and 15.75% senior unsecuredguaranteed notes due 2014 at premiums to par (including earlyparticipation/consent payments). McClatchy plans to utilize thenet proceeds from the note offering to fund an approximate 60%paydown of extending credit facility instruments, and the notetender offers. Moody's believes the transactions wouldmeaningfully improve the company's liquidity position and reducenear term default risk and this drives the review for upgrade.

The Company listed assets and liabilities of between $10 millionand $50 million. The Company's creditors include General ElectricCapital Corp., owed $3.89 million, of which $2 million is secured,and Sterling Savings Bank, owed $3.5 million, of which $2.46million is secured.

MESA AIR: Gets Approval to Limit Trading to Protect NOLs--------------------------------------------------------Pursuant to Sections 105, 362, and 541 of the Bankruptcy Code andRule 3001 of the Federal Rules of Bankruptcy Procedure, Mesa AirGroup Inc. and its units obtained the Court's authority toestablish a notice and hearing procedure, which must be satisfiedbefore certain transfers of claims against, and equity securitiesin, the Debtors, or any beneficial interest, are deemed effective.

The Debtors' net operating loss carryforwards are valuable assetsof their estates, which will inure to the benefit of theirstakeholders, facilitate their reorganization, and, as propertyof the estate, are protected by the automatic stay, Maria A.Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York,tells the Court. Unfettered trading in claims and equitysecurities in the Debtors, with no advance warning of thosetrades, jeopardizes these assets and, thus, a source of value tothe Debtors' stakeholders, she adds.

Moreover, unfettered trading may potentially lead to thetriggering of "change in control" termination provisions in theDebtors' code-share agreements, unnecessarily putting at riskthese critical agreements that the Debtors seek to assume, Ms.Bove says.

The Debtors estimate that as of December 31, 2009, they had aconsolidated NOL carryforward of approximately $89,503,317. Inaddition, the Debtors anticipate generating additional NOLsduring 2010.

Based on current projections, the Debtors expect to use asubstantial portion of their NOL carryforwards to offset futureincome and dramatically reduce their federal income taxliability, subject to certain limitations, Ms. Bove relates.

For purposes of Section 382 of the Internal Revenue Code, anownership change occurs when the percentage of a loss company'sequity (measured by value) owned by one or more 5% shareholdersincreases by more than 50 percentage points over the lowestpercentage of stock owned by the shareholders at any time duringa three-year rolling testing period. A Section 382 change ofownership before confirmation of a plan would effectivelyeliminate the Debtors' ability to use their NOL carryforwards andcertain other tax attributes, Ms. Bove notes.

It is possible that any potential plan of reorganization willinvolve the issuance of common stock to creditors insatisfaction, either in whole or in part, of the Debtors'prepetition indebtedness. In that event, the Debtors may seek toavail themselves of the special relief afforded by Section 382for changes in ownership under a confirmed Chapter 11 plan,according to Ms. Bove.

There is a danger, however, that if the relief requested by theDebtors is not granted, the Debtors could lose the substantialbenefits of their NOL carryforwards before their emergence fromChapter 11 as a result of continued trading and accumulation ofclaims by creditors in claims against, and by stockholders ininterests in, the Debtors, Ms. Bove says.

Accordingly, consistent with the automatic stay, the Debtors needthe ability to monitor and possibly object to changes in theownership of stock and claims to assure that (i) a 50% change ofownership does not occur before the effective date of any Chapter11 plan in these cases and (ii) for a change of ownershipoccurring under a Chapter 11 plan, the Debtors have theopportunity to avail themselves of the special relief provided bySection 382 of the Internal Revenue Code.

The Debtors propose these Procedures that will protect andpreserve the valuable NOLs in excess of $89,000,000, as well asprotect the value of the code-share agreements.

Procedures for Trading In Securities

Any person or entity who currently is or becomes a SubstantialEquity Holder -- any person or entity that beneficially owns atleast 7,008,689 shares of stock, representing approximately 4% ofall issued and outstanding shares on a fully diluted basis --will file with the Court and serve upon the Debtors and theircounsel, a notice of that status.

An equity acquisition notice will be filed with the Court andserve on the Debtors and their counsel, describing the intendedtransaction acquiring the Debtors' equity securities at least 30calendar days before effectuating any transfer that would resultin an increase in the amount of securities owned by a SubstantialEquity Holder or that would result in a person or entity becominga Substantial Equity Holder.

An equity disposition notice will be filed with the Court andserve on the Debtors and their counsel, describing the intendedtransaction disposing of the Debtors' equity securities at least30 calendar days before effectuating any transfer that wouldresult in a decrease in the amount of securities owned by aSubstantial Equity Holder or that would result in a person orentity ceasing to be a Substantial Equity Holder.

The Debtors will have 30 calendar days after the actual receiptof a Notice to file with the Court and serve on the entity filingthe Notice an objection to any proposed transfer of equitysecurities on the grounds that the transfer may adversely affectthe Debtors' ability to utilize their NOLs or tax attributes as aresult of an ownership change under Section 382 or 383 of theIRC, or the Debtors' rights or benefits under the Code-ShareAgreements.

If an Objection is filed, the proposed transaction will not beeffective unless approved by a final and non-appealable order ofthe Court.

The proposed transaction may proceed solely as set forth in theNotice if no Objection is filed or if the Debtors provide writtenauthorization approving the proposed transaction. Furthertransactions must be the subject of additional notices, with anadditional 30-day waiting period.

Procedures for Trading In Claims

A substantial claimholder is any person or entity thatbeneficially owns (i) an aggregate principal amount of claimsagainst the Debtors or any controlled entity through which aSubstantial Claimholder owns an indirect interest in claimsagainst the Debtors, (ii) a lease or leases under which one ormore of the Debtors are lessees and pursuant to which paymentsare or will become due, or (iii) any combination of both, in eachcase, in an amount equal to or exceeding $25,000,000.

Any person or entity who currently is or becomes a SubstantialClaimholder will file with the Court and serve upon the Debtorsand their counsel, a notice of that status.

A claims acquisition notice describing the intended transactionagainst the Debtors will be filed at least 30 calendar daysbefore effectuating any transfer of claims that would result inan increase in the amount of aggregate principal claimsbeneficially owned by a Substantial Claimholder or would resultin a person or entity becoming a Substantial Claimholder.

A claims disposition notice describing the intended dispositionof claims against the Debtors will be filed at least 30 calendardays before effectuating any transfer of claims that would resultin the amount of aggregate principal claims beneficially owned bya Substantial Claimholder or would result in a person or entityceasing to be a Substantial Claimholder.

The Debtors will have 30 calendar days after receipt of a Noticeto file an objection to any proposed transfer of claims on thegrounds that any transfer may adversely affect the Debtors'ability to utilize any of their NOLs or tax attributes after anownership change under Section 382 or 383 of the IRC.

If an Objection is filed, the proposed transaction will not beeffective unless approved by a final and non-appealable order ofthe Court.

The proposed transaction may proceed solely as set forth in theNotice if no Objection is filed or if the Debtors provide writtenauthorization to the entity filing the Notice approving theproposed transaction. Further transactions must be the subjectof additional notices, with an additional 30-day waiting period.

* * *

Among other things, effective as of the Petition Date, anypurchase, sale or other transfer of claims against or equitysecurities in the Debtors in violation of the approved Procedureswill be null and void ab initio as an act in violation of theautomatic stay.

A full-text copy of the Order dated January 26, 2010, isavailable at no charge at:

Mesa currently operates 130 aircraft with approximately 700 dailysystem departures to 127 cities, 41 states, Canada, and Mexico.Mesa operates as Delta Connection, US Airways Express and UnitedExpress under contractual agreements with Delta Air Lines, USAirways and United Airlines, respectively, and independently asMesa Airlines and go! Mokulele. This operation links Honolulu tothe neighbor island airports of Hilo, Kahului, Kona and Lihue. TheCompany, founded by Larry and Janie Risley in New Mexico in 1982,has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitionsJan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listingassets of $976 million against debt totaling $869 million as ofSept. 30, 2009.

MESA AIR: Gets Final Nod to Keep Customer Programs--------------------------------------------------Mesa Air Group Inc. and its units obtained final approval from theBankruptcy Court to honor and continue their prepetition customerprograms.

Prior to the Petition Date and in the ordinary course of theirbusiness, in relation to the go! Mokulele operations, the Debtorsoffered and engaged in certain customer and other programs andpractices to develop and sustain a positive reputation in themarketplace for this business, to engender customer loyalty, andto enhance revenue.

The Debtors own 75% of a joint venture Mo-Go, LLC, to provideHawaii inter-island airline service under the go! and Mokulelebrand names. Pursuant to a Services Agreement entered in October2009 by Mesa Airlines, Inc., Mo-Go and Republic Airways Holdings,Inc., Mesa operates all go! jet flights and provides relatedservices on behalf of the joint venture, including ticketing,marketing, reservation, check-in, security, and customerservices.

More specifically, pursuant to the Mo-Go Services Agreement, theDebtors remit to Mo-Go any adjusted collections (on a net basis)from the go! operations, after deducting for certain operatingand business expenses (excluding the pro rata portion of certainexpenses which is the Debtors' responsibility under the jointventure arrangement). However, if the go! business operates at aloss for the applicable period, the joint venture partners,including the Debtors, are required to make up for the shortfallon a pro rata basis up to certain limits. In effect, because theDebtors hold a 75% interest in the joint venture, they backstopany go! operating losses. Thus, Maria A. Bove, Esq., atPachulski Stang Ziehl & Jones LLP, in New York, asserts that theCustomer Programs directly impact the go! business, the strengthand competitiveness of which, in turn, impact (i) thereimbursement and funding obligations of the Debtors pursuant tothe Mo-Go Services Agreement and joint venture arrangement and(ii) the value of the Debtors' stake in Mo-Go.

The Customer Programs include, among others, advance ticketsales, ticket refunds, a frequent flyer program, fee waivers,barter arrangements, corporate and government incentive programs,as well as arrangements with tour/vacation operators and salesoutlet services. The Customer Programs ensure customersatisfaction, generate goodwill, and address competitivepressures so that the Debtors can retain current customers,attract new customers and ultimately enhance net revenue, Ms.Bove tells the Court.

Ms. Bove points out that Mo-Go is not a debtor in these chapter11 proceedings; however, the Debtors think it is necessary tocontinue to operate and implement the Customer Programs pursuantto the service provider arrangement with Mo-Go.

Ms. Bove adds that the filing of the Chapter 11 cases is likelyto negatively affect customers' attitudes and behavior toward theDebtors' services. In particular, the Debtors' goodwill andongoing business relationships may erode if their customersperceive that the Debtors are unable or unwilling to fulfill theprepetition promises they have made through the CustomerPrograms, she notes. The same would be true if customersperceived that the Debtors would no longer be offering the typesof services or quality of services they have come to expect andupon which they likely relied when purchasing the Debtors'services. Further, the Debtors' competitors may increase theirefforts during the pendency of the Chapter 11 cases to lure awaygo! customers and to create doubts as to the Debtors' ability toemerge successfully from Chapter 11.

Accordingly, the Debtors sought from the Court authority (a)perform and honor their prepetition obligations related to theCustomer Programs as they deem appropriate, and (b) continue,renew, replace, implement new, and terminate, Customer Programs asthey deem appropriate and in the ordinary course of business,without further application to the Court, including making allpayments, satisfying all obligations and permitting and effectingall setoffs in connection therewith, whether relating to theperiod prior or subsequent to the Petition Date.

About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 dailysystem departures to 127 cities, 41 states, Canada, and Mexico.Mesa operates as Delta Connection, US Airways Express and UnitedExpress under contractual agreements with Delta Air Lines, USAirways and United Airlines, respectively, and independently asMesa Airlines and go! Mokulele. This operation links Honolulu tothe neighbor island airports of Hilo, Kahului, Kona and Lihue. TheCompany, founded by Larry and Janie Risley in New Mexico in 1982,has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitionsJan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listingassets of $976 million against debt totaling $869 million as ofSept. 30, 2009.

MESA AIR: Gets Nod to Honor Prepetition Fuel Contracts------------------------------------------------------Pursuant to Sections 105(a), 362, 363(b), and 553 of theBankruptcy Code, Mesa Air Group Inc. and its units obtained finalapproval from the Court to pay any prepetition outstandingobligations and continue honoring, performing and exercising theirrights and obligations, whether pre- or postpetition, to (i)certain prepaid fuel suppliers, (ii) certain other fuel suppliers,(iii) certain pipeline and storage providers, (iv) under certainfuel service arrangements, (v) the fuel consortia, and (vi)certain into-plane service providers.

The Debtors require a ready supply of fuel for their continuedoperations. To do this, the Debtors should be authorized tocontinue to perform on an uninterrupted basis under existingdomestic and international fuel purchase, distribution andstorage agreements and arrangements, Maria A. Bove, Esq., atPachulski Stang Ziehl & Jones LLP, in New York, relates.

Not only are these complex relationships essential to theDebtors' integrated efforts to manage fuel supply and costs, butany disruption in these relationships could leave the Debtors'passengers, as well as their aircraft and employees, stranded.Without fuel, the Debtors cannot fly, and this result would bedevastating to the Debtors' business, Ms. Bove asserts.

Nearly all of the Debtors' fuel-related costs are ultimatelyreimbursed or otherwise borne by the Debtors' code-sharepartners. As a result, the impact of any payments for fuel-related prepetition claims on other prepetition creditors inthese bankruptcy cases is necessarily small, Ms. Bove notes.

About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 dailysystem departures to 127 cities, 41 states, Canada, and Mexico.Mesa operates as Delta Connection, US Airways Express and UnitedExpress under contractual agreements with Delta Air Lines, USAirways and United Airlines, respectively, and independently asMesa Airlines and go! Mokulele. This operation links Honolulu tothe neighbor island airports of Hilo, Kahului, Kona and Lihue. TheCompany, founded by Larry and Janie Risley in New Mexico in 1982,has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitionsJan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listingassets of $976 million against debt totaling $869 million as ofSept. 30, 2009.

METRO-GOLDWYN-MAYER: Debt Trades at 41% Off in Secondary Market---------------------------------------------------------------Participations in a syndicated loan under which Metro-Goldwyn-Mayer, Inc., is a borrower traded in the secondary market at 58.68cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 1.76percentage points from the previous week, The Journal relates.The Company pays 275 basis points above LIBOR to borrow under thefacility. The loan matures April 8, 2012, and is not rated byMoody's and Standard & Poor's. The syndicated loan is one of thebiggest gainers and losers among 180 widely quoted syndicatedloans with five or more bids in secondary trading for the weekended Friday.

Metro-Goldwyn-Mayer, Inc., is an independent, privately heldmotion picture, television, home video, and theatrical productionand distribution company. The Company owns the world's largestlibrary of modern films, comprising approximately 4,000 titles,and over 10,400 episodes of television programming. MGM is ownedby an investor consortium, comprised of Providence EquityPartners, TPG Capital, Sony Corporation of America, ComcastCorporation, DLJ Merchant Banking Partners and Quadrangle Group.

As reported by the Troubled Company Reporter on Sept. 30, 2009,The New York Post, citing multiple sources, said discussionsbetween debtholders and equity owners on a restructuring of Metro-Goldwyn-Mayer's massive debt load have begun on a contentiousnote, with both sides threatening to force MGM into bankruptcy inorder to gain leverage and extract better terms from the other.

Bloomberg also said that MGM is in talks to skip interest paymentsand restructure $3.7 billion in bank loans. MGM asked creditorsto waive $12 million monthly interest payments until Feb. 15,2010.

MKTG INC: Three Members Resign from Board of Directors------------------------------------------------------'mktg, inc.', reported that Herbert M. Gardner, John A. Ward, IIIand James H. Feeney had resigned from its Board of Directors.Following such resignations, Elizabeth Black and Richard L.Feinstein were appointed to the company's Board of Directors.

Ms. Black, who will chair the company's Compensation Committee,has been a human resources and organizational effectivenessconsultant for more than 25 years. She is currently the Presidentof Change for Results, a human resources consulting firm shefounded in July 2006. From January 2000 until founding Change forResults, she served as Director of Learning and Vice President -Human Resources of Keane, Inc., an IT services firm.

Mr. Feinstein, who will chair the company's Audit Committee, is aretired partner of KPMG LLP, and is currently a private consultantproviding management and financial advice to clients in a varietyof industries. From April 2004 to December 2004, Mr. Feinstein, asa consultant, served as Chief Financial Officer for ImageTechnology Laboratories, Inc. a developer and provider ofradiological imaging, archiving and communications systems. FromDecember 1997 to October 2002, Mr. Feinstein was a Senior VicePresident and Chief Financial Officer for The Major AutomotiveCompanies, Inc., formerly a diversified holding company, but nowengaged solely in retail automotive dealership operations. Mr.Feinstein currently serves as a director and chair of the AuditCommittee of EDGAR Online, Inc. and a director and chief financialofficer of not-for-profit USA Fitness Corps. Mr. Feinstein, acertified public accountant and received a B.B.A. degree from PaceUniversity.

Ms. Black and Mr. Feinstein join Greg Garville and Arthur G.Murray, who were appointed to the company's board on December 15,2009, as newly appointed members of the Board. Mr. Garville isPresident of Union Capital Corporation. Union Capital is aprivate equity firm, which, through an affiliate, recently led a$5 million financing in 'mktg, inc.' Mr. Murray is a managingdirector of Union Capital, and previously was the CEO of SunshineBiscuits.

Marc Particelli, Chairman of the Board commented: "Herb Gardner,John Ward and Jim Feeney have served the company diligently overmany years. The company appreciates all the efforts andcontributions they have made for the company. Personally, I haveenjoyed working with each of them and will miss their counsel.The new board members bring a fresh perspective and importantskills to the Board in human resource management, financialcontrols, financing and operations, as the business is reset andenters what we believe will be an era of growth andprofitability."

About 'mktg, inc.'

'mktg, inc.' (Nasdaq: CMKG) -- http://www.mktg.com/-- is an alternative media and marketing services company headquartered inNew York with full service offices in San Francisco, Chicago, andCincinnati. The company currently serves a variety of the world'smost recognizable brands, and its services include experientialmarketing, digital marketing, retail promotions and strategicresearch and planning. The firm's programs help its clientsprofitably connect with consumers and create networks of brandadvocates to generate brand awareness and higher sales for itscustomers.

MKTG INC: Receives Going Concern Audit Report for Fiscal 2009-------------------------------------------------------------'mktg, inc.' reported in accordance with Nasdaq's Listing Rulesthat the audit report of its independent registered publicaccounting firm included in the Company's Annual Report on Form10-K for the Company's fiscal year ended March 31, 2009 expressesdoubt about the Company's ability to continue as a going concernas a result of recurring losses suffered by the Company and itsworking capital deficiency.

However, subsequent to the end of the fiscal year covered by theAnnual Report, the Company consummated a $5 million privateplacement of its securities. In addition, management has takensubstantial steps at the end of fiscal 2009 and thereafter toreduce expenses, including reducing the Company's workforce byapproximately 60 full-time persons in the aggregate. These effortsare expected to reduce compensation and general and administrativeexpenses by approximately $8.6 million in the aggregate on anannual basis, and by $6.2 million in fiscal 2010. As a result ofthe financing and these actions, management believes the Companyhas sufficient cash on hand, together with cash anticipated to begenerated from operations, to fund its capital requirements forthe foreseeable future.

About 'mktg, inc.'

'mktg, inc.' (Nasdaq: CMKG) -- http://www.mktg.com/-- is an alternative media and marketing services company headquartered inNew York with full service offices in San Francisco, Chicago, andCincinnati. The company currently serves a variety of the world'smost recognizable brands. The company's services includeexperiential marketing, digital marketing, retail promotions andstrategic research and planning. The firm's programs help itsclients profitably connect with consumers and create networks ofbrand advocates to generate brand awareness and higher sales forits customers.

MKTG INC: Receives Nasdaq Non-Compliance Notice-----------------------------------------------'mktg, inc.' on February 4 reported that it received a letter fromThe Nasdaq Stock Market notifying the Company that it was not incompliance with Nasdaq Listing Rule 5605 because the Company doesnot have a majority of independent directors and because it has anAudit Committee comprised of less than three directors.

As a result of the director resignations and subsequentappointments previously announced by the Company, 'mktg, inc.'currently has six directors serving on its Board of Directors,three of whom are independent, and an Audit Committee of twomembers. Pursuant to Nasdaq's Listing Rules, the Company has acure period lasting until the earlier of its next stockholdersmeeting or January 21, 2011, or until July 20, 2010 if theCompany's next stockholders' meeting is held before then, toregain compliance with Nasdaq's independent director and auditcommittee requirements. The Company may regain compliance withsuch requirements by appointing a fourth independent director toits Board who would also serve on its Audit Committee.

About 'mktg, inc.'

'mktg, inc.' (Nasdaq: CMKG) -- http://www.mktg.com/-- is an alternative media and marketing services company headquartered inNew York with full service offices in San Francisco, Chicago, andCincinnati. The company currently serves a variety of the world'smost recognizable brands, and its services include experientialmarketing, digital marketing, retail promotions and strategicresearch and planning. The firm's programs help its clientsprofitably connect with consumers and create networks of brandadvocates to generate brand awareness and higher sales for itscustomers.

MONEY4GOLD HOLDINGS: Incurs $1.9 Million Net Loss in Q3 2009------------------------------------------------------------Money4Gold Holdings, Inc., and subsidiaries reported a net loss of$1,915,121 on revenueue of $6,862,012 for the three months endedSeptember 30, 2009, compared to a net loss of $734,292 on revenueof $735,024 for the same period of 2008.

For the nine months ended September 30, 2009, the Company had anet loss of $4,958,670 on revenue of $9,311,589, compared to a netloss of $1,023,516 on revenue of $735,012 for the period fromFebruary 4, 2008 (inception) to September 30, 2008.

Balance Sheet

At September 30, 2009, the Company's consolidated balance sheetsshowed total assets of $12,367,891, total current liabilities of$4,188,088, and total stockholders' equity of $12,367,891.

The Company had a working capital deficit of $1,750,504 atSeptember 30, 2009. In comparison, the Company had positiveworking capital of $446,043 at December 31, 2008.

Liquidity and Capital Resources

During the nine months ended September 30, 2009, operatingactivities used net cash of $1,973,336, primarily as a result ofthe net loss of $4,958,670, partially offset by $1,698,636 of netnon-cash charges including, but not limited to, a loss on thesettlement of debt of $550,175, stock-based compensation of$498,626, depreciation and amortization of $290,867, and a penaltycharge pertaining to the February 2009 private placement of$218,400. Also partially offsetting the net loss was the netchange in the Company's operating assets and liabilities of$1,286,698.

During the nine months ended September 30, 2009, investingactivities used net cash of $16,486, primarily to purchase fixedassets.

During the nine months ended September 30, 2009, financingactivities generated net cash of $1,667,642, primarily as a resultof the sale of common stock, the sale of Series B Preferred stockand proceeds from a number of debt transactions including theCompany's media line of credit, and the Company's convertible notepayable, partially offset by principal payments to lower theoutstanding balances on the Company's media line of credit andNotes Payable - Other.

Historically, the Company has required cash from sources otherthan operations to fully fund its advertising and marketingefforts as well as to fund the balance of its operations, such asgeneral and administrative costs. These sources of cash haveincluded the sale of equity securities as well as debt and otherfinancing transactions. Recently however, operations haveachieved a critical volume level that allows the Company tocontinue to invest, in a carefully controlled manner, inadvertising and marketing while also providing the necessary cashto fund the balance of its operations. Revenues for the thirdquarter of 2009 increased dramatically over the second quarter of2009 and the Company had cash on hand of $575,877 at November 6,2009. In addition to the cash on hand however, the Companyexpects to receive cash over the next ten weeks fromadvertisements for which cash has already been expended. Also,the Company has paid off its Convertible Note Payable and itsNotes Payable - Other in October 2009.

The Company believes that its cash on hand, combined with the cashexpected to be received from advertisements that have already run,will allow it to continue to invest in advertising campaigns andto fund its operations. In addition, the Company is currentlyinvestigating the possibility of raising additional funds throughthe issuance of debt and/or equity securities.

The Company incurred a net loss of $4,958,670 and used $1,973,336cash to fund operations for the nine months ended September 30,2009. In addition, at September 30, 2009, the Company had aworking capital deficit of $1,750,504 and an accumulated deficitof $8,175,614.

The Company's ability to continue operations and therecoverability of asset amounts including goodwill, intangibleassets, prepaid assets, accounts receivable and other assets isdependent upon the Company's ability to continue as a goingconcern and to achieve a level of profitability and positive cashflows.

The Company believes that the higher level of revenue attainedduring the three months ended September 30, 2009, is a result ofthe successful implementation of the first stages of its businessplan and that continued implementation will generate profitabilityand positive cash flows in the future. In addition, the Companyis currently attempting to raise additional funds through theissuance of debt and/or equity securities. However, there can beno assurance that the plans and actions proposed by managementwill be successful or that unforeseen circumstances will notrequire the Company to seek additional funding sources in thefuture. In addition, there can be no assurance that its effortsto raise additional funds through the issuance of debt and/orequity securities will be successful and that in the eventadditional sources of funds are needed to continue operations,that they will be available on acceptable terms, if at all.

About Money4Gold Holdings

Boca Raton, Fla.-based Money4Gold Holdings, Inc. --http://www.money4gold.com/-- through its wholly-owned subsidiaries, operates in the United States, Canada, the UnitedKingdom and Germany. The Company utilizes direct responseadvertising and marketing campaigns, including television, radio,print and Internet to solicit precious metals including gold,silver and platinum as well as diamonds and other precious stonesfrom the public. Local processing facilities aggregate thematerials received and prepare them for sale to Republic MetalsCorporation, a related party.

MOODY NATIONAL: RLJ Asks Court for Dismissal of Bankruptcy Case---------------------------------------------------------------RLJ III - Finance Atlanta, LLC -- which claims to be the solecreditor of Moody National RI Atlanta H, LLC -- has asked the U.S.Bankruptcy Court for the Southern District of Texas to dismiss theDebtor's Chapter 11 bankruptcy case.

RLJ says that the Debtor filed for bankruptcy protection in badfaith. "The Debtor's sole asset is a de minimis 0.46873% tenantin common interest in certain real property and a hotel and otherimprovements located thereon in Atlanta, Georgia, which is leasedto and operated by third parties. Further, the Debtor is a mereholding company and has no employees, no current cash flow and nocreditors other than RLJ. The remaining 99.53127% tenant incommon interests in the applicable real property are held invarying percentages by approximately 27 or 28 separate non-debtorentities (the Additional Owners) who have elected not toparticipate in this bankruptcy case," RLJ states.

According to RLJ, the Debtor may have no unsecured creditors. RLJstates that it is the Debtor's largest, and, possible, solecreditor.

The Debtor is jointly and severally liable with the AdditionalOwners for a pre-petition secured loan owed to RLJ. The currentoutstanding principal balance of the loan is $10,911,622.37, plusinterest, costs, and fees and they continue to accrue, says RLJ.The loan has been in default since March 2009, and the balance duethereunder was accelerated by RLJ on December 7, 2009. RLJinstituted non-judicial foreclosure proceedings and theforeclosure sale was initially set for January 5, 2010. OnDecember 30, 2009, the Debtor and the Additional Owners filed acomplaint against RLJ in the Superior Court of Fulton County,Georgia, and a motion for a Temporary Restraining Order seeking tostop foreclosure. RLJ removed the action to the U.S. DistrictCourt for the Northern District of Georgia on December 31, 2009,and on that same date, the District Court entered an order stayingthe foreclosure until it could hear the matter more thoroughly onJanuary 7, 2010. The District Court permitted RLJ to re-run itsforeclosure ad for a foreclosure sale on February 2, 2010. TheDistrict Court then denied the TRO motion on January 14, 2010.

RLJ states that the Debtor, despite knowing for two weeks that itsTRO motion had been denied and that it would have to file forbankruptcy if it wished to try to stop RLJ's foreclosure sale,waited until the last minute to file a bankruptcy petition.

According to RLJ, the Debtor can"t reorganize because it can"t acton behalf of its Additional Owners and co-obligors on the loanfrom RLJ and can"t control third-party decision with respect tothe loan from RLJ. "Any alleged cure by the Debtor does notresolve or otherwise affect the overall defaults and obligationsowed by the other non-debtor Additional Owners of the 99.53127%interest. Similarly, the Debtor does not and cannot control over99% of the proceeds generated by the real property," RLJ says.

RLJ states that the Debtor's lack of any assets, businessoperations, and current cash flow rendered this caseadministratively insolvent from the moment it was filed. RLJseeks that the Court dismiss the case with prejudice against theDebtor re-filing for 180 days.

MOODY NATIONAL: Asks for Court's Permission to Use Cash Collateral------------------------------------------------------------------Moody National RI Atlanta H, LLC, seeks authority from the U.S.Bankruptcy Court for the Southern District of Texas to use thecash collateral securing their obligation to their prepetitionlenders.

On August 31, 2007, the Debtor and Moody National RI Atlanta S,LLC, acquired a property at the center of this Chapter 11 case isa Residence Inn by Marriot located at 1041 W. Peachtree Street,Atlanta, Georgia, as tenants in common. To fund this acquisition,the Debtor and Atlanta S obtained a non-recourse loan fromCitigroup Global Markets Realty Corporation in the principalamount of $10,932,000 (the Loan). The Loan is secured by a deedof trust on the Property, an assignment of leases and rents, andthe fixtures at the Property. The Loan was then transferred toCiticorp North America, Inc.

On November 3, 2009, just weeks after the Debtor had satisfiedCiticorp's prerequisites to negotiating a restructure of the Loan,Citicorp sold the Loan to RLJ III-Finance Atlanta LLC without anyprior notice to the Debtor or the TICs. RLJ is not a bank or adebt-markets investor.

The Debtor has not attempted to identify the extent, priority andvalidity of RLJ's interest in the Cash Collateral. The Debtormoves the Court to enter an order authorizing the Debtor to useCash Collateral, while reserving the right of the Debtor to objectto the extent, priority, and validity of any alleged interests inthis estate, including, without limitation, the Cash Collateral.

Henry J. Kaim, Esq., King & Spalding LLP, the attorney for theDebtor, explains that the Debtors need the money to fund itsChapter 11 case, pay suppliers and other parties.

Mr. Kaim says that RLJ is adequately protected by the Debtor'soffer to commence making all required monthly payments on theLoan, beginning with the payment for February. "This immediatecommencement of payments protects RLJ's interest in the collateraland exceeds the minimum requirements set forth in Bankruptcy Codesection 362(d)(3) for single asset real estate cases, which onlyrequires such payments to commence within 90 days from entry ofthe order for relief," Mr. Kaim states.

According to Mr. Kaim, RLJ is additionally adequately protected bythe terms of the Debtor's forthcoming Plan of Reorganization,which will provide for the payment all past-due amounts under theLoan and reinstate the note. The Plan will completely satisfyRLJ's claim and provide for continued future payments of the Loanthrough reinstatement.

The Company says it does not have unsecured creditors who are noninsiders when they filed their petition.

The petition was signed by David Morgan, managing member of theCompany.

MORTGAGE GUARANTY: Moody's Cuts Insurance Strength Rating to "Ba3"------------------------------------------------------------------Moody's Investors Service has downgraded to Ba3 from Ba2 theinsurance financial strength ratings of Mortgage GuarantyInsurance Corporation and MGIC Indemnity Corporation. This ratingaction reflects continued deterioration in MGIC's capital positioncaused by prolonged weakness in the performance of its insuranceportfolio, and more clarity about the group's contemplatedrestructuring. This action concludes the review of MGIC forpossible downgrade and the review of MGIC Indemnity for possibleupgrade which was initiated on July 17, 2009. Moody's alsodowngraded the senior debt ratings of the holding company, MGICInvestment Corp, to Caa1 from B3. The outlook for the ratings isnegative.

According to Moody's, the rating action reflects higher expectedlosses in MGIC's insured portfolio as a result of higher thananticipated delinquencies. Current observations, however, suggestthat the MI's new delinquencies may be peaking, thereby limitingthe extent of the deterioration. Moody's has estimated MGIC'sfuture losses using a loss curve approach derived from themortgage insurance industry's experience in prior regionalstresses, giving credit for loss mitigations such as captivereinsurance, policy rescissions, and loan modifications. Undercurrent Moody's estimates, MGIC's total claim paying resources(including an estimate of the present value of premiums) coverapproximately 1.2 times future expected claims (present valued) ofabout $11.3 billion, consistent with a below investment graderating. Uncertainty remains, however, about ultimate losses,especially given the challenging economic environment. Therecontinues to be little visibility about when MGIC will return toprofitability.

The rating agency added that the benefit of more profitable newbusiness has been subdued as production volumes were lower thananticipated; MGIC recently indicated that it has discontinued itsrelationship with a large originator as a result of a dispute overrescissions. Tightened underwriting guidelines and efforts topreserve capital continue to restrain MGIC's participation in themore lucrative but shrinking market. The firm is also exposed tothe uncertain dynamics of the mortgage industry as the USgovernment evaluates possible substantial changes to Fannie Maeand Freddie Mac. Mortgage insurers have strongly benefited fromthe GSEs' requirement, under their federal charter, to use creditenhancement on mortgages with loan-to-value in excess of 80%. Anymeaningful change to the GSEs could have material consequences forthe mortgage insurers.

MGIC Indemnity Corporation and Mortgage Guaranty InsuranceCorporation, are rated at the same level, reflecting a far moremuted effect on MGIC Indemnity's relative credit profile resultingfrom the announced 4Q2009 revisions to the restructuring plan.The current plan no longer suggests that MGIC Indemnity will bematerially capitalized to write the more profitable new insurancepolicies. Instead MGIC Indemnity's initial capital contributionwas $200 million and the firm will write business only in thosestates where MGIC cannot due to restrictive regulatory capitalrequirements. Moody's notes that approval of Freddie Mac is stillpending and the terms of the restructuring could change further.

The Caa1 rating of MGIC Investment Corp. reflects Moody's standardnotching between non-investment grade operating companies andholding companies. The Caa1 rating also reflects the holdingcompany has modest liquidity position and substantial near termrefinancing risk related to the debt coming due in 2011. The Carating of the junior subordinated hybrid instrument considersstructural subordination and the increase in potential lossseverity resulting from triggering of the securities' optionaldeferral feature.

The last rating action on Mortgage Guaranty Insurance Corporationoccurred on July 17, 2009, when the MGIC's ratings were placed onreview for possible downgrade.

MGIC Investment Corporation, headquartered in Milwaukee,Wisconsin, is the holding company for Mortgage Guaranty InsuranceCompany, one of the largest US mortgage insurers with $212 billionof primary insurance in force at December 31, 2009.

MOVIE GALLERY: Gets Court Approval of First Day Motions-------------------------------------------------------Movie Gallery, Inc., has received interim court approval toutilize its cash on hand to maintain ongoing operations pending afinal hearing. The approval from the U.S. Bankruptcy Court forthe Eastern District of Virginia, Richmond Division, means thatMovie Gallery can continue to pay employee wages, salaries andbenefits; continue to honor customer programs, includingmemberships, gift cards and store credits; and pay vendors forgoods and services which the company purchases after the Chapter11 filing.

In addition, Movie Gallery received court approval to retain DJMRealty to assist the company in its evaluation and renegotiationof the company's current leases in order to help improve theprofitability of the store base going forward. Movie Galleryencourages landlords to respond immediately to the leaserestructuring requests by contacting DJM Realty at:

The company has also retained Gordon Brothers Group to handle itsstore closing sales associated with the immediate closure ofapproximately 760 locations.

The motions were submitted as part of its February 2, 2010,voluntary filing for reorganization under Chapter 11 of the U.S.Bankruptcy Code.

As previously announced, the filing does not include the company'sCanadian operations, which will continue business as normal.

Movie Gallery is using this proven, court-supervised process toaddress its capital structure and reorganize its businessoperations. Movie Gallery believes it can continue to play aproductive role in connecting consumers with the best and mostpersonalized entertainment and intends to emerge from this processwith a new and sustainable business model.

About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the secondlargest North American video and game rental company, operatingstores in the U.S. and Canada under the Movie Gallery, HollywoodVideo and Game Crazy brands.

About the Business: Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. -- http://www.nfco.com/-- is the indirect parent holding company of Neenah Foundry Company. Neenah Foundry Company and its subsidiaries manufacture and market a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the largest independent foundry companies in the United States, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products.

NEENAH ENTERPRISES: Ch. 11 Filing Cues Moody's Rating Cut to "D"----------------------------------------------------------------Moody's Investors Service downgraded Neenah Foundry Company'sprobability of default rating to D from Caa3. The downgradefollows the February 3, 2010 announcement that Neenah Enterprises,Inc. and its subsidiary, Neenah Foundry Company, have filedvoluntary Chapter 11 petitions in the United States BankruptcyCourt for the District of Delaware.

Subsequent to the actions, all ratings will be withdrawn. Moody'shas withdrawn this rating because the issuer has enteredbankruptcy.

The last rating action was on July 14, 2009, when the probabilityof default rating was changed to Caa3/LD.

Neenah, headquartered in Neenah, Wisconsin, manufactures andmarkets a wide range of metal castings and forgings for the heavymunicipal market plus a wide range of complex industrial castings,with concentrations in the medium- and heavy-duty truck and HVACmarkets.

The Company says it does not have unsecured creditors who are noninsiders when they filed their petition.

The petition was signed by Matthew P. Berry, the company's chieffinancial officer.

NORTEL NETWORK: CCAA Stay Extended Until April 23-------------------------------------------------Nortel Networks Corporation and its four Canadian affiliates thatfiled for creditor protection under the Companies' CreditorsArrangement Act of Canada sought and obtained an order from theOntario Superior Court of Justice further extending to April 23,2010, the stay of proceedings that was previously granted by theCanadian Court.

The purpose of the stay of proceedings is to provide stability tothe Nortel companies to continue with their divestiture and otherrestructuring efforts.

About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise ofBusiness Made Simple a reality for the Company's customers. TheCompany's next-generation technologies, for both service providerand enterprise networks, support multimedia and business-criticalapplications. Nortel's technologies are designed to helpeliminate the barriers to efficiency, speed and performance bysimplifying networks and connecting people to the information theyneed, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliatedcorporations in Canada sought insolvency protection under theCompanies' Creditors Arrangement Act in the Ontario Superior Courtof Justice (Commercial List). Ernst & Young has been appointed toserve as monitor and foreign representative of the Canadian NortelGroup. The Monitor also sought recognition of the CCAAProceedings in the Bankruptcy Court under Chapter 15 of theBankruptcy Code.

Certain of Nortel's European subsidiaries have also madeconsequential filings for creditor protection. The NortelCompanies related in a press release that Nortel Networks UKLimited and certain subsidiaries of the Nortel group incorporatedin the EMEA region have each obtained an administration orderfrom the English High Court of Justice under the Insolvency Act1986. The applications were made by the EMEA Subsidiaries underthe provisions of the European Union's Council Regulation (EC)No. 1346/2000 on Insolvency Proceedings and on the basis thateach EMEA Subsidiary's centre of main interests is in England.Under the terms of the orders, representatives of Ernst & YoungLLP have been appointed as administrators of each of the EMEACompanies and will continue to manage the EMEA Companies andoperate their businesses under the jurisdiction of the EnglishCourt and in accordance with the applicable provisions of theInsolvency Act.

Several entities, particularly, Nortel Government SolutionsIncorporated have material operations and are not part of thebankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reportedconsolidated assets of $11.6 billion and consolidated liabilitiesof $11.8 billion. The Nortel Companies' U.S. businesses areprimarily conducted through Nortel Networks Inc., which is theparent of majority of the U.S. Nortel Companies. As ofSeptember 30, 2008, NNI had assets of about $9 billion andliabilities of $3.2 billion, which do not include NNI's guaranteeof some or all of the Nortel Companies' about $4.2 billion ofunsecured public debt.

NORTEL NETWORK: Court to Hold March 3 Hearing on CVAS Biz Sale--------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware is set tohold a hearing on March 3, 2010, to consider approval of the saleof the Carrier VoIP and Application Solutions (CVAS) business ofNortel Networks Inc. and its affiliates.

The Court earlier approved a bidding process to govern the saleof the CVAS business. The Bidding Procedures Order issued onJanuary 8, 2010, also approved the form of Nortel's asset saleagreement with GENBAND Inc., including the proposed $13.6 millionin fees for GENBAND as the stalking horse bidder for the CVASAssets. The fees represent break-up fees, expense reimbursementand an incentive fee for GENBAND's shareholder, One EquityPartners, who teamed with GENBAND to assist in financing thepurchase of the CVAS business.

GENBAND's $282 million offer will serve as the stalking horse bidor the lead bid at the auction to be conducted on February 25,2010 for the CVAS Assets. Deadline for interested buyers tosubmit their bids is February 23, 2010, subject to permittedextensions.

Debtors to Assume & Assign Contracts

In connection with the proposed sale of the CVAS business, NNIand its affiliates notified the Court that they intend to assumeand assign certain contracts to GENBAND or to the winning bidderat the auction.

The Nortel companies did not provide a list identifying thecontracts as of press time, but told the Court that they willfurnish each of the concerned party an individualized schedule ofthose contracts.

The proposed assumption and assignment drew flak from QwestServices Corp., a party to a certain contract. Qwest assertedthat there is a "gap in liability" under the contracts that willbe assumed and assigned.

"The Debtors will cure defaults existing as of the closing date.Both the Debtors and the purchaser, however, would be relieved ofliability for obligations that accrue pre-closing but do not falldue until post-closing," Qwest says in court papers.

About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise ofBusiness Made Simple a reality for the Company's customers. TheCompany's next-generation technologies, for both service providerand enterprise networks, support multimedia and business-criticalapplications. Nortel's technologies are designed to helpeliminate the barriers to efficiency, speed and performance bysimplifying networks and connecting people to the information theyneed, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliatedcorporations in Canada sought insolvency protection under theCompanies' Creditors Arrangement Act in the Ontario Superior Courtof Justice (Commercial List). Ernst & Young has been appointed toserve as monitor and foreign representative of the Canadian NortelGroup. The Monitor also sought recognition of the CCAAProceedings in the Bankruptcy Court under Chapter 15 of theBankruptcy Code.

Certain of Nortel's European subsidiaries have also madeconsequential filings for creditor protection. The NortelCompanies related in a press release that Nortel Networks UKLimited and certain subsidiaries of the Nortel group incorporatedin the EMEA region have each obtained an administration orderfrom the English High Court of Justice under the Insolvency Act1986. The applications were made by the EMEA Subsidiaries underthe provisions of the European Union's Council Regulation (EC)No. 1346/2000 on Insolvency Proceedings and on the basis thateach EMEA Subsidiary's centre of main interests is in England.Under the terms of the orders, representatives of Ernst & YoungLLP have been appointed as administrators of each of the EMEACompanies and will continue to manage the EMEA Companies andoperate their businesses under the jurisdiction of the EnglishCourt and in accordance with the applicable provisions of theInsolvency Act.

Several entities, particularly, Nortel Government SolutionsIncorporated have material operations and are not part of thebankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reportedconsolidated assets of $11.6 billion and consolidated liabilitiesof $11.8 billion. The Nortel Companies' U.S. businesses areprimarily conducted through Nortel Networks Inc., which is theparent of majority of the U.S. Nortel Companies. As ofSeptember 30, 2008, NNI had assets of about $9 billion andliabilities of $3.2 billion, which do not include NNI's guaranteeof some or all of the Nortel Companies' about $4.2 billion ofunsecured public debt.

NORTEL NETWORK: Gets Nod for $190.8MM Canadian Funding Agreement----------------------------------------------------------------Nortel Networks Inc. and its affiliated debtors obtainedapprovals from the U.S. Bankruptcy Court for the District ofDelaware and the Ontario Superior Court of Justice to enter intoan agreement that would authorize the payment of $190.8 millionto Canada-based Nortel Networks Ltd.

Referred to as the Final Canadian Funding and SettlementAgreement, the Court-approved pact was hammered out to authorizeNNI to make the $190.8 million funding payment to fund NNL'soperations from October 1, 2009 through the conclusion of theCanadian creditor protection proceedings or the completion of thewind-down of NNL and its four Canadian affiliates.

The payment also serves as settlement of NNL's claims on accountof the services it provided to NNI and its affiliated debtors aswell as transition services to the buyers of Nortel's majorassets.

NNI also obtained a separate Bankruptcy Court order for authorityto redact or file under seal certain portions of the CanadianFunding Agreement that contain sensitive financial information.

Prior to the entry of the Bankruptcy Court's and Canadian Court'srulings, the administrators of Nortel's European units objectedto the approval of the Canadian Funding Agreement, saying itwould affect the claims and interests of those that are not partof the Agreement. To resolve the objection, the Bankruptcy Courtand the Canadian Court included in their orders additionallanguage proposed by the Objectors. The additional provisionsstate that the rights of Nortel's European units -- specificallythose that are not part of the Canadian Funding Agreement --under contracts they entered into with any party to the CanadianFunding Agreement will not be affected by the court orders or theCanadian Funding Agreement.

U.S. Court Okays Deal to Settle IRS Claim

In a related development, the Bankruptcy Court approved NNI'sagreement with the Internal Revenue Service that would resolvethe agency's $3 billion tax claim and authorize the parties'entry into an advance pricing agreement.

The settlement deal, which is a condition of the Canadian FundingAgreement, requires IRS to release all of its claims against NNIand other members of the company's consolidated tax group for theyears 1998 through 2008 in exchange for a $37.5 million payment.The Settlement also requires the IRS to withdraw its $3 billionclaim against NNI.

The IRS Advance Pricing Agreement requires NNI to adjust itstaxable income to reflect an increase of $2 billion ratably overthe course of five taxable years beginning on January 1, 2001 andending on December 31, 2005.

NNI's Canadian affiliates also sought and obtained permissionfrom the Canadian Court to execute an advance pricing agreementwith the Canadian Revenue Agency. The CRA Pricing Agreementprovides for a negative adjustment to NNL's taxable income of$2 billion for the period from January 1, 2001 to December 31,2005.

Upon NNI's request, the Bankruptcy Court authorized NNI to fileunder seal a copy of the IRS Pricing Agreement to protect certainconfidential information.

About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise ofBusiness Made Simple a reality for the Company's customers. TheCompany's next-generation technologies, for both service providerand enterprise networks, support multimedia and business-criticalapplications. Nortel's technologies are designed to helpeliminate the barriers to efficiency, speed and performance bysimplifying networks and connecting people to the information theyneed, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliatedcorporations in Canada sought insolvency protection under theCompanies' Creditors Arrangement Act in the Ontario Superior Courtof Justice (Commercial List). Ernst & Young has been appointed toserve as monitor and foreign representative of the Canadian NortelGroup. The Monitor also sought recognition of the CCAAProceedings in the Bankruptcy Court under Chapter 15 of theBankruptcy Code.

Certain of Nortel's European subsidiaries have also madeconsequential filings for creditor protection. The NortelCompanies related in a press release that Nortel Networks UKLimited and certain subsidiaries of the Nortel group incorporatedin the EMEA region have each obtained an administration orderfrom the English High Court of Justice under the Insolvency Act1986. The applications were made by the EMEA Subsidiaries underthe provisions of the European Union's Council Regulation (EC)No. 1346/2000 on Insolvency Proceedings and on the basis thateach EMEA Subsidiary's centre of main interests is in England.Under the terms of the orders, representatives of Ernst & YoungLLP have been appointed as administrators of each of the EMEACompanies and will continue to manage the EMEA Companies andoperate their businesses under the jurisdiction of the EnglishCourt and in accordance with the applicable provisions of theInsolvency Act.

Several entities, particularly, Nortel Government SolutionsIncorporated have material operations and are not part of thebankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reportedconsolidated assets of $11.6 billion and consolidated liabilitiesof $11.8 billion. The Nortel Companies' U.S. businesses areprimarily conducted through Nortel Networks Inc., which is theparent of majority of the U.S. Nortel Companies. As ofSeptember 30, 2008, NNI had assets of about $9 billion andliabilities of $3.2 billion, which do not include NNI's guaranteeof some or all of the Nortel Companies' about $4.2 billion ofunsecured public debt.

NORTEL NETWORK: Plan Exclusivity Extended Until July 13-------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware extendedthe time by which Nortel Networks Inc. and its affiliated debtorshave the exclusive right to file a Chapter 11 plan throughJuly 13, 2010, and the exclusive right to solicit votes for thatplan through September 13, 2010.

Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, inWilmington, Delaware, says NNI and its affiliates intend to usethe next five months to continue to operate their business;further review claims and contracts for assumption or rejection;and coordinate with concerned groups in furtherance of therestructuring and the development of a reorganization plan.

"With the sale transactions either complete or well underway, thefocus will now shift to proceeds allocation and the realizationof value from Nortel's intellectual property portfolio," Mr.Remming says, referring to the series of sales of the Debtors'major assets in the past few months. "These efforts will occupythe next several months, at a minimum."

The sale transactions include the $1.2 billion acquisition bySweden-based Telefonaktiebolaget LM Ericsson of Nortel's CodeDivision Multiple Access or CDMA business and Long Term Evolutionor LTE assets and Global System for Mobile or GSM business; the$900 million purchase by Avaya Inc. of the Nortel's EnterpriseSolutions business; the $10 million purchase by Hitachi Ltd. ofthe Next Generation Packet Core Network Components business; andthe $530 million acquisition by Ciena Corporation of the Nortel'sMetro Ethernet Networks business.

The sale of the GSM and Metro Ethernet Networks businesses isexpected to close in the first quarter of 2010, while the othertransactions were completed sometime in November and December2009.

Mr. Remming adds that NNI and its affiliates recently soughtCourt approval to sell their Carrier VoIP and ApplicationSolutions or CVAS business to GENBAND Inc. or any potentialbuyer. A bidding process for the sale of the business has beenapproved by the Bankruptcy Court and the Ontario Superior Courtof Justice. An auction is scheduled for February 25, 2010.

"In light of the accomplishments of [NNI and its affiliateddebtors] thus far in these Chapter 11 cases as well as theextraordinary complexity and breadth of Nortel's global business,further extension is warranted," Mr. Remming emphasizes.

About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise ofBusiness Made Simple a reality for the Company's customers. TheCompany's next-generation technologies, for both service providerand enterprise networks, support multimedia and business-criticalapplications. Nortel's technologies are designed to helpeliminate the barriers to efficiency, speed and performance bysimplifying networks and connecting people to the information theyneed, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliatedcorporations in Canada sought insolvency protection under theCompanies' Creditors Arrangement Act in the Ontario Superior Courtof Justice (Commercial List). Ernst & Young has been appointed toserve as monitor and foreign representative of the Canadian NortelGroup. The Monitor also sought recognition of the CCAAProceedings in the Bankruptcy Court under Chapter 15 of theBankruptcy Code.

Certain of Nortel's European subsidiaries have also madeconsequential filings for creditor protection. The NortelCompanies related in a press release that Nortel Networks UKLimited and certain subsidiaries of the Nortel group incorporatedin the EMEA region have each obtained an administration orderfrom the English High Court of Justice under the Insolvency Act1986. The applications were made by the EMEA Subsidiaries underthe provisions of the European Union's Council Regulation (EC)No. 1346/2000 on Insolvency Proceedings and on the basis thateach EMEA Subsidiary's centre of main interests is in England.Under the terms of the orders, representatives of Ernst & YoungLLP have been appointed as administrators of each of the EMEACompanies and will continue to manage the EMEA Companies andoperate their businesses under the jurisdiction of the EnglishCourt and in accordance with the applicable provisions of theInsolvency Act.

Several entities, particularly, Nortel Government SolutionsIncorporated have material operations and are not part of thebankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reportedconsolidated assets of $11.6 billion and consolidated liabilitiesof $11.8 billion. The Nortel Companies' U.S. businesses areprimarily conducted through Nortel Networks Inc., which is theparent of majority of the U.S. Nortel Companies. As ofSeptember 30, 2008, NNI had assets of about $9 billion andliabilities of $3.2 billion, which do not include NNI's guaranteeof some or all of the Nortel Companies' about $4.2 billion ofunsecured public debt.

NOVELIS INC: Bank Debt Trades at 5% Off in Secondary Market-----------------------------------------------------------Participations in a syndicated loan under which Novelis, Inc., isa borrower traded in the secondary market at 95.06 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents an increase of 0.50 percentagepoints from the previous week, The Journal relates. The loanmatures on July 6, 2014. The Company pays 200 basis points aboveLIBOR to borrow under the facility. The bank debt is not rated byMoody's while it carries Standard & Poor's BB- rating. Thesyndicated loan is one of the biggest gainers and losers among 180widely quoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

As reported by the Troubled Company Reporter on Nov. 19, 2009,Moody's changed the outlook for Novelis, Inc., and NovelisCorporation to stable from negative. The speculative gradeliquidity rating of Novelis, Inc., was also upgraded to SGL-2 fromSGL-3. At the same time, Moody's affirmed Novelis Inc's B2corporate family rating, its B2 probability of default rating, theBa3 rating on its senior secured term loan, and the Caa1 seniorunsecured notes rating. The Ba3 rating on Novelis Corporation'ssenior secured term loan was also affirmed.

The change in outlook to stable reflects Moody's expectation thatNovelis will continue to show improvement in its earnings and cashflow generation given the renegotiation of all of its can sheetcontracts, cost cutting efforts and the run off of virtually allits hedge loss position. The outlook anticipates that the companywill continue to focus on cash generation and liquidity and thatits performance will continue to benefit from the more robustconditions in its can sheet business, which accounts for roughly50% to 60% of sales. Although Moody's does not expect that thecompany will meaningfully reduce absolute debt levels over thenext twelve to fifteen months, the outlook reflects Moody's beliefthat debt protection coverage ratios will continue to strengthenas the company returns to a sustainable level of profitability.

Moody's last rating action on Novelis was Aug. 5, 2009, when thecompany's senior unsecured ratings were downgraded to Caa1 fromB3.

Headquartered in Atlanta, Georgia, Novelis is the world's largestproducer of aluminum rolled products. For the twelve months endedSept. 30, 2009, the company had total shipments of approximately2,725 kilotonnes and generated $8.2 billion in revenues.

OMEGA HEALTHCARE: Prices US$200 Million Senior Note Offering------------------------------------------------------------Omega Healthcare Investors, Inc., disclosed the pricing of aprivate placement of $200 million aggregate principal amount of71/2% senior notes due 2020 (the "Notes"). The Notes were pricedat 98.278% of par value (before initial purchasers' discount).The offering is expected to close on February 9, 2010, subject tocustomary closing conditions. The Notes will be unsecured seniorobligations of the Company and will be guaranteed by substantiallyall of the Company's current subsidiaries. The notes will beoffered only to qualified institutional buyers under Rule 144A ofthe Securities Act of 1933, as amended (the "Securities Act"), andto non-U.S. persons outside the United States under Regulation Sof the Securities Act.

The Company will use the net proceeds of the offering to repaymortgage debt assumed in connection with the Company's recentacquisition of 40 facilities, to repay outstanding indebtednessunder its senior revolving credit facility, for general corporatepurposes and to pay related fees and expenses.

The Notes issued in this offering have not been registered underthe Securities Act, or any applicable state laws. Accordingly, theNotes may not be offered or sold in the U.S. or to U.S. personsabsent registration or an applicable exemption from registrationunder the Securities Act and applicable state securities laws.This notice does not constitute an offer of any securities forsale. Omega has agreed to file a registration statement with theSecurities and Exchange Commission, pursuant to which it wouldexchange the privately placed notes for notes that are registered.

The Company is a real estate investment trust investing in andproviding financing to the long-term care industry. AtDecember 31, 2009, the Company's portfolio of investmentsconsisted of 295 healthcare facilities located in 32 states andoperated by 35 third-party healthcare operating companies.

As reported in the Troubled Company Reporter on March 6, 2009,Moody's Investors Service affirmed the ratings of Omega HealthcareInvestors, Inc., (senior unsecured debt at Ba3). The ratingoutlook is stable. This rating affirmation reflects Omega'sadequate liquidity, good property level coverage ratios, andconservative credit metrics.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

Las Vegas, Nevada-based Pacific Panorama, LLC, filed for Chapter11 bankruptcy protection on January 29, 2010 (Bankr. D. Nev. CaseNo. 10-11464). Armand Fried, Esq., who has an office in LasVegas, Nevada, assists the Company in its restructuring effort.The Company listed $10,000,001 to $50,000,000 in assets and$1,000,001 to $10,000,000 in liabilities.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and$100,000,001 to $500,000,000 in liabilities in its bankruptcypetition.

PCAA PARENT: Gets Interim OK to Obtain Financing From ING---------------------------------------------------------PCAA Parent, LLC, et al., sought and obtained interimauthorization from the Hon. Mary F. Walrath of the U.S. BankruptcyCourt for the District of Delaware to obtain postpetition securedfinancing from a syndicate of lenders led by ING Real EstateFinance (USA) LLC, as administrative agent, and use cashcollateral.

The DIP lenders have committed to provide up to $5 million inrevolving loans. Upon satisfaction of the applicable conditionsprecedent, including entry of the interim order, up to $1 millionof the DIP facility will be available for borrowing by the Debtorswith the balance of the DIP facility available upon thesatisfaction of the applicable conditions precedent, includingentry of the final order. Any amounts loaned and repaid may bereborrowed.

The DIP facility will mature 150 days from the petition date. TheDIP facility will incur interest at: (a) on that portionmaintained from time to time as a base rate loan, equal to the sumof the alternate base rate (the higher of the base rate or 4.00%)from time to time in effect plus the applicable base rate margin(a per annum percentage rate equal to 7.00%); and (b) on thatportion maintained as a LIBO Rate Loan, during each InterestPeriod applicable thereto, equal to the sum of the LIBO Rate (thehigher of an interest rate determined by the Administrative Agentor 3.00%) for the interest period plus the applicable LIBO RateMargin (a per annum percentage rate t 8.00%). In the event ofdefault, the Debtors will pay an additional 2% default interestper annum.

The DIP Agent, as security, will receive (i) joint and severalclaims with priority in payment over any and all administrativeexpenses of the kinds specified or ordered; (ii) a perfectedfirstpriority lien on all assets and property of PCAA and theproceeds thereof; and (iii) a perfected junior lien on allproperty of PCAA.

The DIP lien is subject to a carve out for U.S. Trustee and Clerkof Court fees; up to $500,000 in fees payable to professionalemployed in the Debtors' case; and up to $175,000 in fees of thecommittee in pursuing actions challenging the DIP Lenders' lien.

The Debtors are required to pay a host of fees: (a) a commitmentfee to the DIP Lenders on the daily average undrawn amount of theDIP Facility at a rate equal to 0.50% per annum, which will bepayable on each monthly payment date; (b) an agency fee to the DIPAgent at a rate equal to 1.00% of the DIP Facility, or fees in theamounts and on the dates set forth in the Agent's Fee Letter; and(c) an upfront fee to the DIP Lenders at a rate equal to 2.00% ofthe DIP Facility per annum, which will be payable and fully earnedupon the effective date.

Amounts outstanding under the DIP Facility will be prepaid, andcommitments permanently reduced on these terms: (i) on the Tuesdayafter the end of each Budget Variance Review Period, in an amountequal to the Excess Available Cash; (ii) within two business daysafter receipt of the same, in an amount equal to 100% of the cashproceeds of an assets sale; (iii) an amount equal to 100% of theLoss Proceeds; an amount equal to 100% of the Loss Proceeds; anamount equal to 100% of the cash proceeds as a result of theincurrence of any indebtedness not permitted under the DIP CreditAgreement; and (v) an amount equal to 100% of the cash proceedsfrom the issuance, transfer or sale of the capital stock.

Messrs. Collins and Barr said that, the Debtors will also use theCash Collateral to provide additional liquidity. In exchange forusing the cash collateral, the Debtors propose to grant theprepetition lenders (a) a replacement security interest in andlien upon the DIP collateral; (b) a superpriority administrativeexpense claim; current cash payments of reasonable fees andexpenses of the Term Loan Adequate Protection parties; (d) theterm loan agent will be permitted to retain expert consultants andfinancial advisors, the reasonable costs and expenses of whichwill be paid by PCAA, and PCAA will provide any consultants andadvisors reasonable access; (e) PCAA will continue to provide theterm loan agent with financial and other reporting; and (f)intercompany/affiliate liens of PCAA will be contractuallysubordinated to the DIP Facility and the term loan adequateprotection liens.

The Court has set a final hearing for February 17, 2010, at4:00 p.m. on the Debtors' request to use cash collateral andobtain DIP financing.

a. prepare and serve a variety of documents on behalf of the Debtors in their Chapter 11 cases;

b. file with the Clerk, within five business days of service, an affidavit off service denoting a list of persons to whom a particular documents was mailed, and the date that the document was mailed; and

c. maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed thereto.

PCAA PARENT: Proposes April 20 Auction of Assets------------------------------------------------PCAA Parent, LLC, et al., have sought authorization from the U.S.Bankruptcy Court for the District of Delaware to sellsubstantially all of PCAA's assets, free and clear of all liens.

PCAA has filed bidding procedures and Stalking Horse Provisions.PCAA has also proposed an April 20, 2010 auction of its assets.

Prior to the Petition Date, PCAA embarked on a comprehensiverestructuring effort, including exploring various strategicalternatives like a transaction involving a sale of all or aportion of PCAA's assets. The sale-related efforts included(i) entering into confidentiality agreements with multipleparties, (ii) creating an electronic data room for diligence ofPCAA, and (iii) reviewing multiple letters of intent andnegotiating with multiple parties prior to agreeing to enter intoa sale agreement with Bainbridge/ZKS Holding Company, LLC, theStalking Horse Purchaser.

PCAA has also been working with the administrative agent for thelenders under certain prepetition loan agreement, datedSeptember 1, 2006, among certain PCAA entities and the lendersparty thereto, to, among other things (i) obtain financing forPCAA's operations as a bridge to a sale of all or substantiallyall of its assets and (ii) finalize the terms of an exit strategy,in the form of a Chapter 11 plan and disclosure statement, thatPCAA anticipates filing with the Court in the near term, whichwill pave the way for an exit from Chapter 11 in the next fewmonths.

The aggregate consideration for the purchased assets will be (a)an amount in cash equal to the $111,500,000 sale agreement, plusthe amount of pre-paid deposits, plus the amount of car on lotrevenue, minus the amount of pre-paid revenue; and (b) theassumption of the assumed liabilities.

Upon the execution of the sale agreement, purchaser, sellers andWells Fargo Bank NA (the Escrow Agent) will enter into the escrowagreement, and in accordance therewith, the Purchaser willimmediately deposit with the Escrow Agent an amount equal to 5% ofthe Base Purchase Price. In the event the Closing occurs on orbefore the 14th calendar day after the entry of the sale order,the Purchaser will be entitled to deposit an amount equal to$500,000 of the Purchase Price with an escrow agent forreimbursement of reasonable expenses.

The closing of the purchase and sale of the purchased assets andthe assumption of the assumed liabilities provided for in the saleagreement will take place at the offices of Milbank, Tweed, Hadley& McCloy LLP in New York or at such other place as the parties maydesignate in writing at 10:00 a.m. on the date that is twobusiness days after the satisfaction of the closing conditions.

The break-up fee for the Purchaser will be $3,345,000.

The Debtors have proposed an April 10, 2010 deadline for thesubmission of bids, and an April 28, 2010 hearing for the approvalof the sale.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

b. advise the Debtors of their rights, powers, and duties as debtors and debtors-in-possession under Chapter 11 of the Bankruptcy Code;

c. take action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors in the Chapter 11 case, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors; and

d. assist the Debtors with the sale of any of their assets.

John H. Knight, a director of Richards Layton, says that the firmwill be paid based on the hourly rates of its personnel:

PCAA PARENT: Wants to Hire Milbank Tweed as Co-Counsel------------------------------------------------------PCAA Parent, LLC, et al., have asked for authorization from theU.S. Bankruptcy Court for the District of Delaware to employMilbank, Tweed, Hadley & McCloy LLP as attorney for PCAA.

The Debtors also filed with the Court a separate application forthe hiring of Richards, Layton & Finger, P.A., as bankruptcycounsel for the Debtors, nunc pro tunc to the Petition Date.

Milbank will, among other things:

a. advise PCAA of its rights, powers and duties as debtor and debtor-in-possession in the continued management of its businesses and properties;

b. assist PCAA in reviewing and consummating any transactions contemplated during the Chapter 11 cases, including any financing agreements, assets sales and related transactions;

c. assist PCAA in reviewing, estimating, and resolving claims asserted against its estates; and

d. commence and conduct any and all litigation necessary or appropriate to assert rights held by PCAA or to defend PCAA, protect assets of its estates or otherwise further the goal of completing a successful reorganization.

Matthew S. Barr, a member of Milbank, says that the firm will bepaid based on the hourly rates of its personnel:

PENN TRAFFIC: Soundpost Partners Owns 3.3% of Common Stock----------------------------------------------------------Soundpost Partners, LP has filed with the Securities and ExchangeCommission Amendment No. 1 to its Schedule 13G which was initiallyfiled on February 17, 2009.

Soundpost Partners, LP, et al., disclosed that they may be deemedto beneficially own shares of The Penn Traffic Company's commonstock, $0.01 par value:

PHILADELPHIA NEWSPAPERS: Takes Rule 2019 Dispute to 3rd Circuit---------------------------------------------------------------Stephen Raslavich, Chief United States Bankruptcy Judge of theUnited States Bankruptcy Court for the Eastern District ofPennsylvania denied a bid by Philadelphia Newspapers L.L.C. toforce members of the Steering Group of Prepetition Lenders todisclose the value and amount of the debt each owns pursuant toRule 2019 of the Federal Rules of Bankruptcy Procedure.

The Steering Group has opposed the Debtors' request, arguing thatit does not fall within the ambit of those subject to the rule,and hence that it need not disclose any information beyond thatwhich has already been disclosed.

According to Judge Raslavich, while cogent arguments can be madefor why the rule should be expanded to include ad hoc committeesand, equally, for why it should not be, the language of the Rulein its current iteration does not compel the disclosures sought.

The Debtors are taking an appeal from the Bankruptcy Court'sruling to the U.S. Court of Appeals for the Third Circuit.

The Debtors are parties to a Credit and Guaranty Agreement,originally dated June 29, 2006, as amended, with Citizens Bank anda number of other lender parties. There is roughly $300 millionowed under the Prepetition Credit Agreement, which consisted of aterm loan in the original principal amount of $295 million and asenior revolving credit facility in the original stated amount of$50 million. Citizens is the administrative agent and collateralagent for the collectivity of all of the lender parties.

The Steering Group first appeared in the Debtors' cases onFebruary 24, 2009. At that time counsel for the "Group," AkinGump Strauss Haver & Feld LLP, identified the Group as being theSteering "Committee" of secured lenders. On April 15, 2009, AkinGump filed the first of three verified statements regardingmultiple representations under Rule 2019(a). Akin Gump recitedthat the lenders which comprised its client were: certain fundsand/or accounts managed or advised by the following entities: (i)Angelo Gordon & Co., L.P., (ii) CIT Syndicated Loan Group, (iii)Eaton Vance Management, (iv) McDonnell Investment Management LLC,(v) General Electric Capital Corporation and (vi) Wells FargoFoothill.

Amendments to the Rule 2019(a) statement were filed on May 27,2009 and again on December 3, 2009. The May filing added CreditSuisse Candlewood Special Situations Master Fund LTD as a memberof the Steering Group and deleted McDonnell Investment ManagementLLC. The December filing added Credit Suisse Loan Funding LLC asa group member, re-added McDonnell Investment Management LLC, anddeleted Wells Fargo.

The Court noted that the Debtors have chided Akin Gump for a namechange "which they obviously view as a tactical ploy." Accordingto Judge Raslavich, "the Court, for its part, views this entireaspect of the controversy to be a distraction and of no moment."

According to Andrew Maykuth and Christopher K. Hepp atPhiladelphia Inquirer, Judge Raslavich's ruling is a setback forthe Debtors, which contended that the information was important indetermining the true value of its $318 million secured debt and afair price to settle it.

Philadelphia Inquirer relates that a year ago, when the Debtorsfiled for bankruptcy, a lawyer for the senior lenders said thedebt was trading for about 20 cents on the dollar, meaning thecurrent debt of $318 million would be worth about $64 million.

Philadelphia Inquirer notes the Debtors' bankruptcy exit plancalls for paying senior lenders about $67 million in cash andproperty to settle that debt. To assure the creditors that theoffer is fair, the Debtors are holding the auction later thisyear. According to Philadelphia Inquirer, Lawrence G. McMichael,Esq., at Dilworth Paxson LLP, Philadelphia, counsel to theDebtors, said 36 potential bidders had signed nondisclosureagreements allowing them to review the company's financialrecords.

Philadelphia Inquirer relates the senior lenders have said theywould like to bid at the auction.

According to Philadelphia Inquirer, key to the lenders' hopes ofbuying the company is the right to use the debt they are owed tobid at the auction, which the company opposes on grounds that itwould scare away potential bidders willing to put new cash intothe business. The Third Circuit Court of Appeals is consideringthe lenders' request to credit bid, Philadelphia Inquirer says.

Philadelphia Newspapers -- http://www.philly.com/-- owns and operates numerous print and online publications in thePhiladelphia market, including the Philadelphia Inquirer, thePhiladelphia Daily News, several community newspapers, theregion's number one local Web site, philly.com, and a number ofrelated online products. The Company's flagship publications arethe Inquirer, the third oldest newspaper in the country and thewinner of numerous Pulitzer Prizes and other journalisticrecognitions, and the Daily News.

PIXMAN NOMADIC: Restructures and Seeks Buyers for its Activities----------------------------------------------------------------Pixman Nomadic Media Inc. and its wholly-owned subsidiary, PixmanCorporation Inc., have filed on February 2, 2010, a notice ofintention to make a proposal to creditors under the Bankruptcy andInsolvency Act. As such, they have retained the services ofPriceWaterhouseCoopers Inc.to oversee the reorganization processand assist the Companies in their search for prospectivepurchasers.

Due to the unsuccessful efforts to find additional financing, thisstep was unavoidable. Similarly, the Companies announce theresignation of all Board of Directors members as well as theresignation of the interim President and CEO.

Pixman Nomadic Media Inc. -- http://www.pixmen.com-- is a Canada- based media company offering a variety of nomadic multimediasolutions and services to clients and agencies around the world.The Company has two reportable segments: Nomadic Media Servicesand International Licensing. The Nomadic Media Services segmentprovides and resells turnkey media services in North America andEurope, including event planning, Pixman System deployment andcontent development to customers seeking to promote brands,companies and products. The International Licensing segmentdesigns, manufactures, licenses and sells or leases PixmanSystems. Its subsidiaries include Pixman Europe S.L. and PixmanUSA Inc. In September 2008, the Company acquired Pixnet Inc.,owner of a proven technological platform in the area of mobilecontent and digital signage management. In December 2008, theCompany acquired Pixnet Inc.

The percentages used to calculate beneficial ownership are basedupon (i) 9,600,000 shares of Common Stock that were outstanding asof October 31, 2009, as reported by the Company in its Form 10-Qfor the quarterly period ended September 30, 2009, filed onNovember 16, 2009, and (ii) 143,334 shares of Common Stock deemedto be outstanding pursuant to Rule 13d-3(d)(1)(i) because suchshares may be obtained and beneficially owned upon exercise within60 days of derivative securities currently owned by the ReportingPersons. Pursuant to Rule 13d-3(d)(1)(i) the number of issued andoutstanding shares of Common Stock assumes that each othershareholder of the Company does not exercise herein within 60days.

PRIMUS Telecommunications Group, Incorporated (OTC BB: PMUG) --http://www.primustel.com/-- is a facilities-based integrated global communications services provider offering international anddomestic voice, voice-over-Internet protocol (VOIP), Internet,wireless, data and hosting services to business and residentialretail customers and other carriers located primarily in theUnited States, Canada, Australia, the United Kingdom and westernEurope. PRIMUS provides services over its global network of ownedand leased transmission facilities, including approximately 500points-of-presence (POPs) throughout the world, ownershipinterests in undersea fiber optic cable systems, 18 carrier-gradeinternational gateway and domestic switches, and a variety ofoperating relationships that allow it to deliver trafficworldwide. Founded in 1994, PRIMUS is based in McLean, Virginia.

The Debtors filed their proposed plan of reorganization togetherwith their bankruptcy petitions on March 16, 2009. An amendedreorganization plan was filed April 27, 2009 and the final planwas filed on June 12, 2009. Primus has implemented its Chapter 11reorganization plan. Primus' Chapter 11 plan was confirmed by theU.S. Bankruptcy Court for the District of Delaware on June 12,2009.

* * *

As reported in the Troubled Company Reporter on December 8, 2009,Standard & Poor's Rating Services assigned its 'B-' corporatecredit rating to Primus Telecommunications Group Inc. S&P alsoassigned 'B' issue-level and '2' recovery ratings to anaggregate $130 million of debt expected to be issued by two Primusunits: Primus Telecommunications Holding Inc.'s $85 million seniorsecured notes due 2016 and Primus Telecommunications Canada Inc.'s$45 million senior secured notes due 2016. The '2' recoveryrating indicates expectations for substantial (70%-90%) recoveryof principal in the event of payment default.

At the same time S&P assigned its 'CCC+' issue-level and '5'recovery ratings to unit Primus Telecommunications IHC Inc.'sexisting $123 million senior secured subordinated notes due 2013.The '5' recovery rating on the notes indicates expectations formodest (10%-30%) recovery in the event of payment default.Outstanding debt, pro forma for the new notes, will beapproximately $260 million, not adjusted for operating leases.Primus emerged from Chapter 11 bankruptcy on July 1, 2009, havingdischarged over half of its pre-petition debt.

PROLIANCE INTERNATIONAL: Auctions NRF Stock on February 17----------------------------------------------------------The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court forthe District of Delaware authorized Proliance International, Inc.,and its debtor-affiliates to sell stock of Nederlandse RadiateurenFabriek B.V. subsidiary, subject to bigger and better offers,under Section 363 of the U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on January 6, 2010,Proliance International executed a definitive agreement for thesale of 100% of the stock of its Nederlandse Radiateuren FabriekB.V. subsidiary to Mentha Capital for approximatelyEUR13.5 million in cash.

Established in 1927, NRF is a leading European aftermarketmanufacturer and distributor of automotive, industrial and railwayheat transfer products with a manufacturing and distributionpresence in almost every Western European country.

The auction is scheduled for February 17, 2010, at the offices ofJones Day, located at 222 East 41st Street, New York City.Qualified bids must be submitted not later than 4:00 p.m.(prevailing Eastern Time) on February 15, 2010.

The sale hearing will be on February 19, 2010, at 2:00p.m.(prevailing Eastern Time.) Objections, if any, are due onFebruary 17, 2010, at 4:00 p.m. (prevailing Eastern Time.)

The Debtors are authorized to offer the break-up fee not to exceedEUR500,000 and an expense reimbursement not to exceed EUR100,000.

TM Capital Corp. and Holland Corporate Finance are actingas exclusive advisors with respect to the sale process and willcollect bid submissions on the Company's behalf.

About Proliance International

Based in New Haven, Connecticut, Proliance International, Inc. --http://www.pliii.com/-- aka Godan makes automobile parts. The Company and its affiliates filed for Chapter 11 on July 2, 2009(Bankr. D. Del. Lead Case No. 09-12278). Christopher M. Samis,Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &Finger PA, represent the Debtors in their restructuring efforts.The Debtors' financial condition as of June 22, 2009, showed totalassets of $160.3 million and total debts of $133.5 million.

The sale of Proliance's North American assets to Centrum EquitiesXV, LLC, was consummated under the provisions of Section 363 ofthe Bankruptcy Code on August 14, 2009.

According to Moody's, the rating action reflects higher expectedlosses in RMIC's insured portfolio as a result of higher thananticipated delinquencies. Current observations, however, suggestthat the MI's new delinquencies may be plateauing, therebylimiting the extent of the deterioration. Moody's has estimatedRMIC's future losses using a loss curve approach derived from themortgage insurance industry's experience in prior regionalstresses, giving credit for loss mitigations such as captivereinsurance, policy rescissions, and loan modifications. Undercurrent Moody's estimates, RMIC's total claim paying resourcescover approximately 1.2 time future expected claims (presentvalued) of about $4.1 billion, consistent with a rating belowinvestment grade. Uncertainty remains, however, about ultimatelosses, especially given the challenging economic environment.

The rating agency said that RMIC's Ba1 rating reflects someimplicit continued support from its parent. Old Republiccontributed approximately $150 million of capital to its mortgageinsurance subsidiary during the course of 2009, maintaining themortgage insurer's ability to write new business. Without OldRepublic's ownership, RMIC's rating would be lower.

RMIC has reported quarterly net losses since the third quarter of2007 and Moody's does not expect this trend to reverse in the nearterm.

Moody's added that RMIC is relatively well positioned to takeadvantage of current market conditions given its strong parent,tight underwriting standards and improved premium rates. RMIC'snet premiums earned were $562 million (net of a $82.5 millioncaptive restructuring) for 2009, down from $592 million in 2008.The firm is, however, exposed to the uncertain dynamics of themortgage industry as the US government evaluates possiblesubstantial changes to Fannie Mae and Freddie Mac. Mortgageinsurers have strongly benefited from the GSEs' requirement, undertheir federal charter, to use credit enhancement on mortgages withloan-to-value in excess of 80%. Any meaningful change to the GSEscould have material consequences for the mortgage insurers.

The last rating action related to RMIC occurred on February 13,2009, when Moody's downgraded the company's the insurancefinancial strength rating to Baa2, from A1.

RMIC writes mortgage insurance in the United States, and is awholly-owned subsidiary of publicly traded Old RepublicInternational Corporation. Old Republic, headquartered inChicago, Illinois, is a multi-line insurance holding company whosesubsidiaries are engaged in property and casualty insurance,mortgage guaranty, and title insurance.

The C rating reflects ResCap's standalone credit profile anduncertainty regarding long term support from GMAC. AlthoughMoody's believes GMAC is likely to provide ResCap with sufficientliquidity support to service its 2010 obligations, GMAC's long-term support and ownership of ResCap is more questionable due tothe lack of strategic fit between the companies.

From a standalone perspective, ResCap has required support fromGMAC to continue as a going concern for some time. ResCap willlikely require support from GMAC to service its 2010 debtmaturities, and may require additional capital support as well.Although the company's recent action to write-down a substantialamount of its mortgage portfolio reduces the risk of furthercharges related to these assets, there could be furtherdeterioration, especially if the US economy follows a worse thanexpected path.

Additionally, ResCap is exposed to the risk of liability for loanssold with recourse and contingent commitment to fund draws on homeequity lines of credit in off-balance sheet securitizations. Eachof these issues could be a drain on capital and liquidity. Shouldparental support be discontinued Moody's believes ResCap wouldeventually default on its obligations. Should ResCap default andbe liquidated, Moody's believes the recovery for bondholders couldbe low (less than 50%), which is consistent with a C rating."ResCap has recorded thirteen consecutive quarterly losses, itsliquidity position is tenuous, capital insufficient and franchiseimpaired," said Moody's Vice President and Senior Credit OfficerCraig Emrick.

In regards to support, Moody's acknowledges that GMAC's ability tosupport ResCap has increased through GMAC's receipt of multiplecapital injections from the US Treasury, the latest occurring inDecember 2009.

Additionally, GMAC has shown a willingness to support ResCap.GMAC's $2.7 billion capital injection into ResCap in December 2009was the latest in a long series of actions taken to providecapital and liquidity support.

Moody's does believe it is likely GMAC will provide ResCap withsufficient liquidity support to service its 2010 obligations.However, GMAC's long-term support and ownership of ResCap is morequestionable due to the lack of strategic fit between thecompanies.

ResCap's senior and junior secured notes have a second and thirdlien claim behind the GMAC senior secured credit facility oncertain assets of ResCap. However, these secured notes are ratedthe same as ResCap's unsecured debt because Moody's does notbelieve these notes are likely to experience a significantlyenhanced recovery due to the small amount and low quality ofeligible collateral.

The last rating action on ResCap was November 20, 2008 whenMoody's downgraded the company's senior secured, junior secured,and unsecured senior debt to C from Ca.

ROBERT N LUPO: Court Establishes March 2 as Claims Bar Date-----------------------------------------------------------The U.S. Bankruptcy Court for the District of Massachusetts hasestablished March 2, 2010, as the last day for any individual orentity to file proofs of claim against Robert N. Lupo.

SAIGON VILLAGE: Can Access Cash Collateral to Pay Power Bills-------------------------------------------------------------The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for theDistrict of California approved the stipulation authorizing SaigonVillage, LLC, to access cash collateral to pay PG&E power bills.

The Debtor relates that its debtor-in-possession account has acurrent balance of $28,000. These fund represent rents paid tothe Debtor.

East West Bank, as assignee of the FDIC receivership of UnitedCommercial Bank, consented to the use of cash collateral to paythe property's power bills' outstanding amounts of $1,870(interior) and $569 (exterior).

The Debtor relates that the bank claims amounting $18,489,985 issecured by certain property owned by the Debtor at 6032-6096Stevenson Blvd., Fremont, California, in Almeda County. TheDebtor adds that property has a value of $24,000,000. The bankdoes not agree that it is adequately protected.

East West also consented to use cash collateral to pay monthlyinsurance premiums.

Milpitas, California-based Saigon Village, LLC, filed for Chapter11 bankruptcy protection on December 3, 2009 (Bankr. N.D. Calif.Case No. 09-60597). Lawrence A. Jacobson, Esq., at Law Offices ofCohen and Jacobson assists the Company in its restructuringeffort. The Company listed $10,000,001 to $50,000,000 in assetsand $10,000,001 to $50,000,000 in liabilities.

SERVICE MASTER: Bank Debt Trades at 7% Off in Secondary Market--------------------------------------------------------------Participations in a syndicated loan under which The ServiceMasterCo. is a borrower traded in the secondary market at 92.56 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents an increase of 0.66percentage points from the previous week, The Journal relates.The Company pays 300 basis points above LIBOR to borrow under thefacility. The bank loan matures on July 24, 2014, and carriesMoody's B1 rating and Standard & Poor's B+ rating. The syndicatedloan is one of the biggest gainers and losers among 180 widelyquoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

The affirmations also reflect SLG's solid liquidity position, andthe consistent performance of SLG's portfolio of office assets asevidenced by 93.4% occupancy as of Dec. 31, 2009, which, whiledown from 95.2% as of Dec. 31, 2008, remains strong relative toSLG's markets. In addition, the company reported year-over-year2009 same-store net operating income growth of 3.7%, demonstratingSLG's ability to manage its portfolio through the currentdownturn.

The ratings also reflect the company's consistent leverage,measured as net debt to recurring operating EBITDA, of 8.3 timesand 8.2x for 2009 and 2008, respectively, and fixed-chargecoverage ratio (defined as recurring operating EBITDA less capitalexpenditures and straight-line rents, divided by interest incurredand preferred stock distributions) of 1.7x for the year endedDec. 31, 2009, up from 1.5x for Dec. 31, 2008. Each of thesemetrics is appropriate for the rating category.

The ratings also point to the strength of SLG's management team,and its ability to maintain solid occupancy and liquiditythroughout the downturn. In addition, the company's ratios underits unsecured credit facilities' financial covenants do not hinderthe company's financial flexibility.

Fitch's concerns include SLG's potential future capitalrequirements, including debt repayment and investment capital,which could cause potential challenges in the event that capitalmarkets access becomes more difficult. These challenges couldinclude the inability to refinance maturing mortgages at facevalue.

Additional concerns include relatively weak office propertyfundamentals in SLG's markets, which may negatively impact theearnings power of the company's portfolio, as well as thegeographic concentration of SLG's portfolio of office propertiesin Metro New York City and SLG's exposure to financial servicestenants -- which account for 41% of SLG's consolidated base rentalrevenue as of Dec. 31, 2009. While the company raisedapproximately $532 million of common and preferred stock over thepast nine months, Fitch calculated SLG's risk-adjustedcapitalization ratio to be 0.9x as of Dec. 31, 2009. Thisindicates that SLG is moderately undercapitalized on a risk-adjusted basis at a "BB" stress level.

While SLG's unsecured line of credit does not mature until 2012,it is almost fully drawn, limiting the company's financialflexibility.

The two-notch difference between SLG's IDR and its perpetualpreferred stock rating is consistent with Fitch's criteria forcorporate entities with hybrid securities. Based on Fitch'scriteria reports, "Rating Hybrid Securities' and "Equity Creditfor Hybrids and Other Capital Securities - Amended" both datedDec. 29, 2009, the company's cumulative preferred stock has lossabsorption elements that would likely result in poor recoveries inthe event of a corporate default.

SL Green is a self-administered and self-managed real estateinvestment trust that predominantly acquires, owns, repositionsand manages Manhattan and suburban office properties. On aconsolidated basis as of Dec. 31, 2009, the company owned 29 NewYork City office properties totaling approximately 23,211,200square feet, and 31 suburban assets totaling 6,804,700 squarefeet. SL Green also held investment interests in eight retailproperties, three development properties, and two land interests.SL Green had $10.5 billion in total book assets and $4.4 billionin total shareholders' equity as of Dec. 31, 2009.

SMURFIT-STONE CONTAINER: To Strike $650M Exit Financing Deal------------------------------------------------------------Law360 reports that Smurfit-Stone Container Corp. has asked ajudge to allow it to enter into a $650 million revolving creditfacility deal as part of an exit financing package designed toserve the company's cash needs as it emerges from Chapter 11protection.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard andpaper-based packaging in North America and one of the world'slargest paper recyclers. The Company operates 162 manufacturingfacilities that are primarily located in the United States andCanada. The Company also owns roughly one million acres oftimberland in Canada and operates wood harvesting facilities inCanada and the United States. The Company employs roughly 21,250employees, 17,400 of which are based in the United States. Forthe quarterly period ended September 30, 2008, the Companyreported roughly US$7.450 billion in total assets andUS$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed forChapter 11 protection on January 26, 2009 (Bankr. D. Del. LeadCase No. 09-10235). Certain of the company's affiliates,including Smurfit-Stone Container Canada Inc., a wholly ownedsubsidiary of SSCE, and certain of its affiliates, filed toreorganize under the Companies' Creditors Arrangement Act in theOntario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies asrising Internet use hurts magazines and newspapers. CorporacionDurango SAB, Mexico's largest papermaker, sought U.S. bankruptcyin October. Quebecor World Inc., a magazine printer and Pope &Talbot Inc., a pulp-mill operator, also sought cross-borderbankruptcies for their operations in the U.S. and Canada.

SONICBLUE INC: SB Claims Wins Substantial Contribution Award------------------------------------------------------------WestLaw reports that in a Chapter 11 case "riddled withwrongdoing" by estate fiduciaries, SB Claims Holder, a claimstrader's successor was entitled to payment, as an administrativeexpense, of $300,000 in fees and expenses incurred in challenginga fee application filed by special litigation counsel -- on top ofa nearly $700,000 substantial contribution award previouslyapproved by the bankruptcy court. The successor's involvementsubstantially contributed in assuring the integrity of thereorganization process as well as the progress of the case, thebankruptcy court found. The successor insisted that anevidentiary hearing was necessary to address various issuessurrounding a particular settlement. Counsel for the successorbrought its considerable experience and energy as a civillitigation firm to bear in both trial preparation and the trialitself, aiding in the development of legal theories and theevidence. After the close of evidence, the parties reached aresolution whereby special litigation counsel relinquished itsrights to $750,000.00 in unpaid fees. The successor'sparticipation also cast a bright light on the roles played in thecase by noteholders' counsel and another attorney, the courtobserved. In re SONICblue, Inc., --- B.R. ----, 2009 WL 5197856(Bankr. N.D. Calif.) (Morgan, J.).

Early into the case, the U.S. Trustee appointed an officialCreditors' committee in the case. On Oct. 4, 2007, the BankruptcyCourt directed the U.S. Trustee to reconstitute theInitial Creditors' Committee.

On March 26, 2007, the Bankruptcy Court disqualified Pillsbury asthe Debtors' bankruptcy counsel and ordered the appointment of achapter 11 trustee for the Debtors. On April 17, 2007, the Courtgranted the U.S. Trustee's request to appoint Dennis J. Connolly,Esq., as the Chapter 11 Trustee.

About the Business: Spheris is a leading global provider of clinical documentation technology and services to more than 500 health systems, hospitals and group practices throughout the U.S. Founded by doctors, Spheris solutions address the needs of practitioners, health information directors, IT directors and administrators.http://www.spheris.com/

The petition was signed by Robert L. Butler, the company's chiefrestructuring officer.

ST. MARY'S HOSPITAL: Court Confirms Reorganization Plan-------------------------------------------------------ABI reports that St. Mary's Hospital of Passaic, N.J., will emergefrom bankruptcy with $20 million in exit financing after winningconfirmation of its reorganization plan from Bankruptcy JudgeMorris Stern.

STATION CASINOS: Balks at Quinn Emanuel Fee Request---------------------------------------------------Law360 reports that Station Casinos Inc. has filed a limitedobjection to an interim fee application submitted by Quinn EmanuelUrquhart Oliver & Hedges LLP, claiming that the bill containsdiscrepancies and entries that appear to be unrelated to itsbankruptcy cases.

Station Casinos, Inc., is a gaming and entertainment company thatcurrently owns and operates nine major hotel/casino properties(one of which is 50% owned) and eight smaller casino properties(three of which are 50% owned), in the Las Vegas metropolitanarea, as well as manages a casino for a Native American tribe.

In its bankruptcy petition, Station Casinos said that it hadassets of $5,725,001,325 against debts of $6,482,637,653 as ofJune 30, 2009. About 4,378,929,997 of its liabilities constituteunsecured or subordinated debt securities.

SUNSTATE EQUIPMENT: Moody's Upgrades Corp. Family Rating to "Caa1"------------------------------------------------------------------Moody's Investors Service has upgraded the corporate family andprobability of default rating of Sunstate Equipment Co., LLC, toCaa1 from Caa2, upgraded the second lien note rating to Caa2 fromCaa3, and changed the rating outlook to stable from negative. Theaction follows a December 2009, $50 million convertible preferredequity investment from a holding company that also has an interestin a U.S. based construction equipment dealer and is an entity ofSumitomo Corp. (A2/stable); all the cash from the preferred equityissuance reduced revolver borrowing.

The corporate family and probability of default upgrade to Caa1from Caa2 stems from two main views on the sector: 1) that non-residential construction activity declines should continue through2010 and abate in 2011, and 2) that the substantial declines inused equipment prices, which impacted most of 2009, have likelystabilized. In 2009 the company basically eliminated capitalspending to maximize debt reduction potential, but internal cashflow for debt reduction was limited due to the lower equipmentutilization level. Furthermore, the decline in used equipmentprices had been pressuring the revolver's eligible borrowing basecalculation, causing availability to decline more rapidly than thecompany could reduce the revolver's balance. The preferred equityissuance permitted a material revolver reduction. Although thefleet age should continue growing with lack of re-investment, therevolver balance has now reached to a level that has improved itsrefinancing prospect. Sunstate's asset-based revolving creditfacility expires in August 2011 and its second lien notes maturein April 2013. The presence of a well-backed strategic investorcould bolster the refinancing prospect as well. Despite theprobability of default upgrade, the rating still reflects highleverage, unprofitability and exposure to a hard hit,overdeveloped Southwestern U.S. region that could lag nationalconstruction market recovery.

The outlook has been stabilized with the improved liquidityprofile. The company's credit facility has financial ratio teststhat activate when availability declines below $25 million. Thepotential for test activation is now likely to remain in check,which minimizes the potential for a covenant breach. (Theforegoing statement assumes continued conservatism with respect tooperating expenses and capital spending.) The stable outlookreflects a view that Sunstate's liquidity profile can probably nowwithstand the further upcoming sector decline as low probabilityexists for material revenue improvement over the next two years.

Ratings upgraded:

* Corporate family and probability of default to Caa1 from Caa2

* $108 million 10.5% second lien notes due April 2013, to Caa2, LGD 5, 77% from Caa3, LGD 5, 81%

Moody's last rating action on Sunstate occurred June 9, 2009, whenthe probability of default rating was downgraded to Caa2 fromCaa1.

SWIFT TRANSPORTATION: Debt Trades at 5% Off in Secondary Market---------------------------------------------------------------Participations in a syndicated loan under which SwiftTransportation Co., Inc., is a borrower traded in the secondarymarket at 95.34 cents-on-the-dollar during the week ended Friday,Feb. 5, 2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents an increaseof 0.44 percentage points from the previous week, The Journalrelates. The Company pays 325 basis points above LIBOR to borrowunder the facility. The debt matures on March 15, 2014, andcarries Moody's B3 rating and Standard & Poor's B- rating. Thesyndicated loan is one of the biggest gainers and losers among 180widely quoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/-- hauls freight such as building materials, paper products, andretail merchandise throughout the U.S. and in Mexico. The Companyoperates a fleet of about 18,000 tractors and 48,000 trailers froma network of about 40 terminals. Its services include dedicatedcontract carriage, in which drivers and equipment are assigned toa customer long-term. Besides standard dry ans, Swift's fleetincludes refrigerated, flatbed, and other specialized trailers, aswell as about 5,800 intermodal containers.

The Debtor did not file a list of its 20 largest unsecuredcreditors when it filed its petition.

The petition was signed by William Lewis, manager of the Company.

TELESAT CANADA: Bank Debt Trades at 2% Off in Secondary Market--------------------------------------------------------------Participations in a syndicated loan under which Telesat Canada isa borrower traded in the secondary market at 97.91 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents an increase of 0.41 percentagepoints from the previous week, The Journal relates. The loanmatures on June 6, 2014. The Company pays 300 basis points aboveLIBOR to borrow under the facility. The bank debt is not rated byMoody's and Standard & Poor's. The syndicated loan is one of thebiggest gainers and losers among 180 widely quoted syndicatedloans with five or more bids in secondary trading for the weekended Friday.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is theworld's fourth largest provider of fixed satellite services andone of three companies operating on a global basis. The companyhas a fleet of 12 in-orbit satellites comprised of ten owned andoperated satellites, one satellite with a prepaid lease, and onesatellite leased from DIRECTV, Inc.

TERRA INDUSTRIES: Fitch Affirms Issuer Default Ratings at "BB"--------------------------------------------------------------Fitch Ratings has affirmed the Issuer Default Ratings andoutstanding debt ratings of Terra Industries, Inc., and itssubsidiaries. The ratings have also been removed from WatchEvolving and assigned a Stable Rating Outlook following a decisionby CF Industries Holdings, Inc. to abandon its efforts to takeover Terra. Fitch has also withdrawn the rating of Terra'sconvertible preferred shares because of the de minimis amountoutstanding following payment of a premium which induced amajority conversion of the issue into common shares.

Although the final curtain may not have yet been drawn, for theimmediate future CF Industries' designs on Terra have soured withthe appreciation of the latter's share price. CF Industries hadbeen offering $36.75 in cash (which included Terra's $7.50 pershare special dividend paid last December) plus .1034 of itscommon shares for each common share of Terra. Terra's common hasrisen in price some 86% since the inauguration of the mergerproposal in early 2009.

In the next few weeks Terra will likely report a 2009 EBITDA thatis substantially below 2008 levels. The expected decrease will bea result of far lower fertilizer volumes sold at far lower pricesthan in 2008 due to the recession, inclement weather, and farmers'choices to minimize fertilizer applications to save money inuncertain times. Terra will also likely report a low net leverageto EBITDA (below 0.50x) which will include a healthy cash balanceand $600 million in debt representing the December 2009 issuanceof its 7.75% notes due 2019. Terra and Terra Nitrogen, L.P. takenas a whole have $200 million in secured revolvers available tothem (excluding outstanding letters of credit) that mature inJanuary 2012.

Prospects for the current fiscal 2010 have shown positive signs,although volumes and prices are not likely to replicate those of2008. However, the food and industrial demand for corn(particularly ethanol made from corn) is strong, and nitrogen-based fertilizer applications are needed to replace nutrientdepletion in soils and preserve crop yields this growing season.Terra will probably benefit from higher demand, some appreciationin fertilizer prices and relatively low costs for natural gas, thefeedstock for the production of ammonia. This combination couldpropel EBITDA back above $500 million in the current fiscal yearwith no significant change in net leverage and assuming normalcourse dividends.

The Stable Outlook reflects little downside risk to Terra's debtratings in the near term, considering the company's cash reservesand the current capital structure.

TIERRA VERDE: Section 341(a) Meeting Scheduled for March 1----------------------------------------------------------The U.S. Trustee for Region 21 will convene a meeting of creditorsin Tierra Verde Marina Holdings, LLC's Chapter 11 case on March 1,2010, at 11:30 a.m. The meeting will be held at Room 100-B, 501East Polk St., (Timberlake Annex), Tampa, FL 33602.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

TISHMAN SPEYER: Bank Debt Trades at 21% Off in Secondary Market---------------------------------------------------------------Participations in a syndicated loan under which Tishman SpeyerProperties, L.P., is a borrower traded in the secondary market at78.70 cents-on-the-dollar during the week ended Friday, Feb. 5,2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents an increaseof 0.95 percentage points from the previous week, The Journalrelates. The Company pays 175 basis points, above LIBOR to borrowunder the facility. The debt matures on Dec. 27, 2012, andcarries Moody's Ba2 rating while it is not rated by Standard &Poor's. The syndicated loan is one of the biggest gainers andlosers among 180 widely quoted syndicated loans with five or morebids in secondary trading for the week ended Friday.

Tishman Speyer Properties -- http://www.tishmanspeyer.com/-- lays claim to New York City's Chrysler Building and Rockefeller Center.The property company invests in, develops, and/or operatescommercial real estate. Other well known holdings includeBerlin's Q 205 project (the first post-reunification developmentin the city's center) and Chicago's Franklin Center (one of thecity's largest office properties). The company owns or hasdeveloped more than 115 million sq. ft. in Asia, Europe, SouthAmerica, and the US since it was founded in 1978. The companyalso has projects in India, China, and Brazil, and owns some92,000 residential units around the world.

The petition was signed by David Tropy, president of generalpartner of the Company.

TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market-----------------------------------------------------------Participations in a syndicated loan under which Tribune Co. is aborrower traded in the secondary market at 62.63 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents an increase of 1.06 percentagepoints from the previous week, The Journal relates. The loanmatures May 17, 2014. Tribune pays 300 basis points above LIBORto borrow under the facility. Moody's has withdrawn its rating onthe bank debt, while it is not rated by Standard & Poor's. Thesyndicated loan is one of the biggest gainers and losers among 180widely quoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

"The offers started to rise, however, around the time a group ofTribune's senior lenders, a/k/a potential lawsuit targets, saidthey'd like to propose a Chapter 11 plan that would pay 100% tocreditors of operating subsidiaries. Most business suppliers fallin that category," Ms. Brickley reports.

Ms. Brickley also reports Tribune bond prices jumped in recentmonths, after bondholders set off a public clamor for a suitagainst the lenders that financed Tribune's 2007 leveraged buyout,the source of much of the debt. Ms. Brickley notes the bondshaven't risen as high as the trade claims amid continueduncertainty over who will get what under Tribune's restructuring."The threat of an LBO lawsuit, or 'this elephant in the room,' asJudge Kevin Carey called it, has bondholders licking their chopsbecause the timeline looks designed for victory," Ms. Brickleysays.

Ms. Brickley recalls Tribune collapsed into Chapter 11 in 2008 theyear after the LBO piled on more than $8 billion worth of debt."Recession or no recession, bondholder attorneys say the LBO is aneasy target in a court fight over whether the deal doomed thecompany. No wonder a steering committee of 'credit agreementlenders' that put up $4 billion of the LBO money is ready to wootrade creditors owed $150 million with a 100-cents-on-the-dollarChapter 11 plan," Ms. Brickley says.

Ms. Brickley notes that even if no lender Chapter 11 plan evermaterializes, the prices on trade claims are a sign that the trulysmart money, the claims traders, believe the business vendors willnot be left out in the cold, no matter what happen in the battleamong the financial investors. She says they are betting thatTribune will take care of the sellers of advertising placementservices, providers of helicopter rides for reporting from theskies and other vendors to the news and broadcast services.

For the period from January 6 through 28, 2009, 65 claims weretransferred to several trade creditors:

In a separate filing, United States Debt Recovery III, LP, informsthe Court that it intends to withdraw the purported transfer ofclam as listed in the Debtors' Schedules of Assets and Liabilitiesfor PJ Green Inc., against the Debtors amounting to $1,760.According to USDR, the transferor remains to be a creditor of theDebtors.

TRIBUNE CO: Files Rule 2015.3 Report for December-------------------------------------------------On January 29, 2010, Chandler Bigelow III, senior vice president &chief financial officer of Tribune Company, submitted with theCourt a report as of December 31, 2009, on the value, operationsand profitability of certain entities in which one or moreDebtors hold: (i) a combined 100% interest of certain non-debtorentities, (ii) between a 20% and 50% interest of certain non-debtor entities.

Chadbourne's recommended fees reflect a reduction by $5,288 and areduction by $4,160 for its expenses. The Committee Member'sreimbursement represents a reduction by $24. Stuart Mauerecommends a reduction by $70 on the Committee Members' secondinterim fee application. McDermott's recommended fees reflect areduction by $638 and expense reimbursement by $252. Jones Day'srecommended fees have been added by $90. Jenner & Block'srecommended fees represent a reduction by $12,747 and itsrecommended expenses reflect a reduction by $172. Alvarez &Marsal's recommended fees reflect a reduction by $8,560 while itsrecommended expenses reflect a reduction by $4,392. Janofsky'srecommended fees reflect reduction by $2,594 and its recommendedexpenses reflect a reduction by $22.

Stuart Maue makes no recommendation regarding the fees invoiced byMoelis and provides the fee analysis and exhibits in order toinform the U.S. Trustee and other interested parties. Moelis'recommended expenses reflect a reduction by $1,599. A summary ofStuart Maue's findings is available for free at:

Trident on December 3, 2009, obtained an extension from theCanadian Court of the "stay period" in its Canadian proceedingsuntil January 15, 2010, to allow the Debtors to focus on theirrestructuring efforts.

In their petition, the Debtors listed $10,000,001 to $50,000,000in assets and $500,000,001 to $1,000,000,000 in debts. As ofOctober 31, 2009, the Debtors had $374,484,559 in total assetsagainst $612,233,705 in total liabilities.

UNITED AIR: Bank Debt Trades at 19% Off in Secondary Market-----------------------------------------------------------Participations in a syndicated loan under which United Airlines,Inc., is a borrower traded in the secondary market at 80.83 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents an increase of 0.83percentage points from the previous week, The Journal relates.The loan matures on Feb. 13, 2013. United Air pays 200 basispoints above LIBOR to borrow under the facility. The bank debtcarries Moody's B3 rating and Standard & Poor's B+ rating. Thesyndicated loan is one of the biggest gainers and losers among 180widely quoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest aircarrier. The airline flies to Brazil, Korea and Germany.

UAL Corp. carries a "Caa1" probability of default rating fromMoody's, "B-" long term foreign issuer credit rating from Standard& Poor's, and "CCC" long term issuer default rating from Fitch.

UNO RESTAURANT: Creditors Cry Foul Over $52M in Financing---------------------------------------------------------The Official Committee of Unsecured Creditors of Uno RestaurantHoldings Corp. is objecting to the company's motion for a finalorder approving $52 million in postpetition financing from WellsFargo Capital Finance Inc. and a group of majority noteholders,according to Law360.

The DIP lenders have committed to provide (a) up to$25,000,000 in aggregate maximum principal amount of revolvingcommitments, including letter of credit and swingline loancommitments, with a sublimit for letters of credit of $20,000,000,and (b) up to $27,000,000 in aggregate principal amount of termloan commitments.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, theattorney for the Debtors, explain that the Debtors need the moneyfor: (1) payment in full of the Prepetition Obligations,(2) working capital, letters of credit, and other generalcorporate purposes, (3) permitted payment of costs ofadministration of the cases, (4) payment of fees and expenses dueunder the DIP Facility, (5) payment of any authorized AdequateProtection Payments, and (6) payment of such prepetition expenses,in addition to the Prepetition Obligations permitted to be so paidin accordance with the consents required under the DIP Documents,and as approved by the Court.

A copy of the DIP financing agreement and the budget is availablefor free at:

The Company and 152 affiliates filed for Chapter 11 bankruptcyprotection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.10-10209). The Company listed $100,000,001 to $500,000,000 inassets and $100,000,001 to $500,000,000 in liabilities.

US AIRWAYS: Discloses Compensatory Arrangements for Officers------------------------------------------------------------US Airways Group, Inc., disclosed with the U.S. Securities andExchange Commission, on January 26, 2010, that certain of itsexecutives and other key management employees are eligible toparticipate in an annual incentive program administered under theUS Airways Group, Inc. 2008 Equity Incentive Plan.

Stephen L. Johnson, executive vice president, corporate, of USAirways Group, Inc., relates that by March 31st of each year, theCompensation and Human Resources Committee of the Board ofDirectors of the Company must establish the performance measuresthat will be used to determine incentive awards for the year.The Committee will also establish target incentive award amountsas a percentage of base salary for each participant. Accordingto US Airways, the Committee may adjust each individual's paymentamount in its discretion based on individual performance. AfterCommittee approval, the incentive awards are paid as lump-sumcash distributions as soon as practicable after the end of theplan year.

Mr. Johnson tells the Commission that on January 20, 2010, theCommittee established the:

(1) corporate financial targets based on designated minimum levels of pre-tax income for fiscal year 2010;

(2) operational targets based on (a) a peer-group comparison of on-time flight performance in 2010, (b) a reduction in customer complaints from 2009 levels as measured in a peer-group comparison for 2010, (c) baggage handling improvements from 2009 as measured by a peer-group comparison in 2010 and (d) the Company's 2010 cost (excluding fuel and payments under the employee profit sharing program) per available seat mile; and

(3) bonus pool amount, based on the extent to which the corporate financial targets and the operational targets are met, for the annual incentive program.

According to Mr. Johnson, the Committee also established absolutegoals for each of the operational targets for target payouts.The Committee established 2010 target incentive awards as 100% ofbase salary for the Chief Executive Officer, 80% of base salaryfor the President, 80% of base salary for the Executive VicePresidents and 60% of base salary for the Senior Vice Presidents.If the performance measures are met at the maximum level, theCommittee may approve payouts at 200% of the target awardamounts.

If one or more of the corporate financial targets and operationaltargets are met, Mr. Johnson explains, the Committee willdetermine an incentive award amount for each individual based onthe individual's target incentive award amount, the level ofachievement of the financial and operational targets, the totalbonus pool amount available and individual performance. Theawards for officers at the level of Senior Vice President andabove, referred to as "senior officers", are weighted 60% to thecorporate financial targets and 40% to the operational targets,while the awards for all other eligible management are weighted50% to the corporate financial targets and 50% to the operationaltargets. The four operational targets are each weighted equally.If the Company does not meet any of the corporate financialtargets or operational targets, then no awards will be paid. Inno event will the aggregate amount of awards paid out to theparticipants exceed the established bonus pool. The Committeehas also reserved the right to decrease the awards or to make nopayment of an award in its discretion, regardless of theattainment of the targets.

2010 Long-Term Incentive Performance Program

On January 20, 2010, the Committee approved the terms andconditions for awards for the new three-year performance cyclebeginning January 1, 2010 and ending December 31, 2012, under theCompany's Long-Term Incentive Performance Program, which operatesunder the US Airways Group, Inc. 2008 Equity Incentive Plan. TheLTIP provides for performance cash awards to be paid to thecompany's officers, including the named executive officers, basedon the Company's total stockholder return over the three-yearperformance cycle relative to the TSRs of a pre-definedcompetitive peer group for the same period. Cash awards will bepaid out as a percentage of base salary based on relative TSRrank, provided that a threshold level is reached.

For determining the cash awards for the 2010-2012 performancecycle, the Committee adopted a peer group consisting of the thesecompanies: AirTran Holdings, Inc., Alaska Air Group, Inc., AMRCorporation (the parent company of American Airlines),Continental Airlines, Inc., Delta Air Lines, Inc., HawaiianHoldings, Inc. (the parent company of Hawaiian Airlines), JetBlueAirways Corporation, Southwest Airlines Co. and UAL Corporation(the parent company of United Air Lines). In addition, theCommittee approved these award pay-out schedule for the 2010-2012performance cycle:

US Airways, along with US Airways Shuttle and US Airways Express,operates more than 3,200 flights per day and serves more than 200communities in the U.S., Canada, Europe, the Middle East, theCaribbean and Latin America. The airline employs more than 33,000aviation professionals worldwide and is a member of the StarAlliance network, which offers its customers more than 17,000daily flights to 916 destinations in 160 countries worldwide. Andfor the eleventh consecutive year, the airline received a DiamondAward for maintenance training excellence from the FederalAviation Administration (FAA) for its Charlotte, North Carolinahub line maintenance facility. For more company information,visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.

The USAir II bankruptcy plan became effective on September 27,2005. The Debtors completed their merger with America West on thesame date. (US Airways Bankruptcy News; Bankruptcy Creditors'Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

* * *

As of June 30, 2009, reorganized US Airways had total assets of$7,858,000,000 against debts of $8,194,000,000, for astockholders' deficit of $336,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'Corporate Family and Probability of Default ratings of US AirwaysGroup, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.

US AIRWAYS: Lowers Net Loss to $499 Million in 2009---------------------------------------------------Highlights of US Airways Group, Inc.'s fourth quarter and 2009results:

* The Company reported a net loss excluding special items for the fourth quarter 2009 of $32 million, or ($0.20) per share. This compares favorably to the fourth quarter 2008 net loss excluding special items of $222 million, or ($1.94) per share.

* The Company reported a full year 2009 net loss excluding special items of $499 million, or ($3.75) per share, versus a net loss excluding special items of $808 million, or ($8.06) per share, for the full year 2008.

* Mainline cost per available seat mile (CASM) excluding fuel and special items in the fourth quarter increased year-over- year by less than one percent despite a two percent reduction in mainline capacity (ASMs). This cost containment resulted primarily from efficiencies created by the Company's industry leading operating reliability performance.

* The Company's total cash and investments on Dec. 31, 2009, was $2.0 billion, of which $0.5 billion was restricted. The Company's unrestricted cash position increased by $261 million versus Dec. 31, 2008.

US Airways Group, Inc., reported its fourth quarter and 2009results on January 28, 2010. Net loss for the fourth quarter was$32 million, or ($0.20) per share, which excludes special itemstotaling $47 million. Net loss excluding special items for thefourth quarter 2008 was $222 million, or ($1.94) per share. On aGAAP basis, the Company reported a net loss of $79 million forits fourth quarter 2009, or ($0.49) per share, compared to a netloss of $543 million, or ($4.76) per share, for the same periodin 2008.

For the full year 2009, the Company reported a net loss of$499 million, or ($3.75) per share, excluding special creditstotaling $294 million. Net loss excluding special items for thefull year 2008 was $808 million, or ($8.06) per share. On a GAAPbasis, the Company reported a net loss of $205 million, or ($1.54)per share for 2009, compared to a net loss of $2.2 billion, or($22.11) per share, in 2008.

US Airways Group, Inc. Chairman and CEO Doug Parker stated, "Ourfourth quarter and full year results reflect the extremelydifficult environment the industry experienced in 2009. Giventhat environment, we are particularly pleased with thesignificant improvement in financial performance versus 2008.The actions we have put in place to address the challenges of thepast two years -- capacity cuts, a la carte revenues, costcontrol and a commitment to efficient operating reliability --are working. We enter 2010 with encouraging momentum and wellpositioned to take advantage of the improving economicenvironment.

"We owe this improvement to the terrific US Airways team that hasremained focused on our customers through an extremely difficulttwo years. With more than 80 percent of our flights arriving on-time during 2009, a 36 percent year-over-year improvement inbaggage handling and a 34 percent reduction in customercomplaints, we couldn't be more proud of our 32,000 fellowemployees," concluded Mr. Parker.

Revenue and Cost Comparisons

Total revenues in the fourth quarter were down 4.9 percentversus the fourth quarter of 2008 due to a 1.8 percent decline intotal ASMs and lower passenger yields. Total revenue peravailable seat mile was 13.02 cents, down 3.1 percent versus thesame period last year. Mainline passenger revenue per availableseat mile (PRASM) in the fourth quarter was 9.93 cents, down 7.0percent versus the same period last year. Express PRASM was18.76 cents, up 1.7 percent versus the fourth quarter 2008.Total mainline and Express PRASM was 11.44 cents, which was down4.7 percent versus the fourth quarter 2008.

Total operating expenses in the fourth quarter were down 16.8percent over the same period last year due principally to a 14.6percent decrease in mainline and Express fuel expense. MainlineCASM in the fourth quarter was 11.82 cents, down 19.2 percentversus the same period last year. Excluding fuel and specialitems, mainline CASM was 8.56 cents, up 0.8 percent from the sameperiod last year, on a 1.8 percent decline in mainline ASMs.

Liquidity

As of Dec. 31, 2009, the Company had approximately $2.0 billionin total cash and investments, of which $0.5 billion wasrestricted, versus $2.0 billion in total cash of which$0.7 billion was restricted on Dec. 31, 2008. Looking forward, aspart of a previously announced liquidity improvement program, theCompany has significantly reduced its 2010 and 2011 capitalcommitments by deferring most new aircraft deliveries andreducing debt amortization.

Special Items

During its fourth quarter, the Company recognized special itemstotaling $47 million. These special items included: $19 millionin non-cash asset impairment charges primarily due to the declinein fair value of certain intangible assets associated withinternational routes, $5 million in aircraft costs as a result ofpreviously announced capacity reductions, $6 million in severancecharges, and $6 million in costs related to the Company'sliquidity improvement program. In addition, the Companyrecognized $49 million in non-cash charges associated with thesale of 10 Embraer 190 aircraft and write off of related debtdiscount and issuance costs. These items were partially offsetby $38 million in special tax benefits.

Other Fourth Quarter Notable Accomplishments

Strategic Initiatives

* Announced the realignment of its operations to focus on the airline's core network strengths, which include hubs in Charlotte, N.C., Philadelphia and Phoenix, and a focus city at Washington National Airport. These four cities, as well as the airline's popular hourly Shuttle service between New York, Boston, and Washington, D.C., will serve as the foundation of the airline's network. By the end of 2010, they will represent 99 percent of the ASMs versus roughly 93 percent today.

New Customer Initiatives

* Expanded choice for Dividend Miles redemption with the introduction of the new GoAwards program, which began Jan. 6. With these changes, customers have access to last-seat availability, and the ability to combine Coach, First and Envoy cabins and dates at various mileage levels.

* Began offering customers access to more than 250 airport clubs worldwide, including all US Airways Clubs, Continental's Presidents Clubs, United's Red Carpet Clubs and Star Alliance lounges with the purchase of a single, standard US Airways Club membership. US Airways currently offers 17 Clubs located in 13 cities across the United States and one Envoy Lounge in Philadelphia.

* In November, US Airways began offering business class travelers improved comfort and privacy on trans-Atlantic flights with the new Envoy Suite, including fully lie-flat business class seats with an advanced on-demand in-flight entertainment system on its fleet of Airbus wide-body aircraft.

New Destinations and Flights

* Commenced its first-ever service to South America with year-round daily, nonstop service from its Charlotte, N.C. hub to Rio de Janeiro, Brazil.

* Initiated new, daily, nonstop service between its largest hub in Charlotte, N.C. and Honolulu, Hawaii on the island of Oahu. The year-round flight complements US Airways' daily nonstop service to Oahu, Maui, Kauai and the Big Island from its Phoenix hub.

* Announced daily, year-round nonstop service to Rome from Charlotte, N.C. beginning on May 13, 2010. The new flight will complement US Airways' daily nonstop service to Rome from Philadelphia, the airline's international gateway.

* Inaugurated the airline's first ever service to Montego Bay, Jamaica from its Western U.S. hub at Phoenix Sky Harbor International Airport. This new route complements existing service to Jamaica from US Airways' two East Coast hubs in Charlotte, N.C., and Philadelphia, as well as Boston.

* Unveiled new seasonal nonstop service to Anchorage, Alaska from its Philadelphia hub to begin June 1, 2010, complementing existing year-round Anchorage service from its Phoenix hub.

* Announced that the airline will resume three daily flights between Melbourne, Fla. and its Charlotte, N.C. hub beginning Feb. 11, 2010.

Analyst Conference Call/Webcast Details

US Airways conducted a live audio webcast of its earnings call onJanuary 28, 2010, at 12:30 p.m. ET. An archive of thecall/webcast will be available in the Public/Investor Relationsportion of the company Web site through Feb. 28, 2010.

Immediately following the conference call, the airline providedits investor relations guidance on its Web site. Informationthat could be provided includes cost per available seat mile(CASM) excluding fuel and special items, fuel prices and hedgingpositions, other revenues and estimated interest expense/income.The investor relations update page also includes the airline'scapacity, fleet plan, and estimated capital spending for 2010.

US Airways Group, Inc. Condensed Consolidated Balance Sheet As of December 31, 2009

Following the release of its 4th quarter and 2009 year endresults, US Airways rose 36 cents, or 6.4 percent, to $5.96 inNYSE composite trading, its highest close since Jan. 29, 2009,according to a February 2 Bloomberg News report.

Reuters said analysts offered generally upbeat assessments of USAirways' fourth-quarter results. UBS Investment Research raisedits price target on the company to $8 from $6.

Operational Outlook for 2009

US Airways Group, Inc., delivered to the U.S. Securities andExchange Commission, on January 28, 2010, a report updating itsfinancial and operational outlook for 2009:

* 2010 Capacity Guidance -- For 2010, total system capacity is expected to be up slightly. Mainline is forecast to be up approximately two percent, with domestic down one percent and international up nine percent. Express is expected to be down approximately two percent.

* Cash -- As of December 31, 2009, the Company had approximately $2.0 billion in total cash and investments, of which $0.5 billion was restricted. In addition, as of December 31, 2009, the Company's Auction Rate Securities had a book value of $203 million ($347 million par value). During the fourth quarter, the Company monetized approximately $64 million (par value) of its auction rate securities. The Company continues to look at other opportunities to reduce its auction rate security exposure. While these securities are held as investments in non-current marketable securities on the company's balance sheet, they are included in the company's unrestricted cash calculation.

* Fuel -- For the first quarter 2010, the Company anticipates paying between $2.11 and $2.16 per gallon of mainline jet fuel (including taxes).

* Taxes/NOL -- As of December 31, 2009, net operating losses (NOL) available for use by the Company is approximately $2.1 billion, all of which will be available for use in 2010. The Company's net deferred tax asset, which includes the NOL, is subject to a full valuation allowance. As of December 31, 2009, the valuation allowances associated with Federal and state NOL are $546 million and $77 million. In accordance with generally accepted accounting principles, future utilization of the NOL will result in a corresponding decrease in the valuation allowance and offset the Company's tax provision dollar for dollar. As a result, income tax benefits are not recognized in the Company's statement of operations.

In the fourth quarter and for the full year ended December 31,2009, the company recognized a special $17 million tax benefitdue principally to the recovery of Alternate Minimum Tax (AMT)paid in prior years as a result of legislative changes in theWorker, Homeownership, and Business Assistance Act of 2009. TheCompany also recognized a special $21 million non?cash taxbenefit as a result of an intra-period allocation of tax expenserecognized in other comprehensive income (OCI), a subset ofstockholders' equity. Under current accounting rules, theCompany is required to consider all items (including itemsrecorded in other comprehensive income) in determining the amountof tax benefit that results from a loss from continuingoperations.

To the extent profitable, the Company will use NOL to reduceFederal and state taxable income in 2010. The Company also maybe subject to AMT liability and obligated to record and pay stateincome tax related to certain states where NOL may be limited ornot available to be used, if profitable in 2010.

US Airways, along with US Airways Shuttle and US Airways Express,operates more than 3,200 flights per day and serves more than 200communities in the U.S., Canada, Europe, the Middle East, theCaribbean and Latin America. The airline employs more than 33,000aviation professionals worldwide and is a member of the StarAlliance network, which offers its customers more than 17,000daily flights to 916 destinations in 160 countries worldwide. Andfor the eleventh consecutive year, the airline received a DiamondAward for maintenance training excellence from the FederalAviation Administration (FAA) for its Charlotte, North Carolinahub line maintenance facility. For more company information,visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.

The USAir II bankruptcy plan became effective on September 27,2005. The Debtors completed their merger with America West on thesame date. (US Airways Bankruptcy News; Bankruptcy Creditors'Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

* * *

As of June 30, 2009, reorganized US Airways had total assets of$7,858,000,000 against debts of $8,194,000,000, for astockholders' deficit of $336,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'Corporate Family and Probability of Default ratings of US AirwaysGroup, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.

US AIRWAYS: Pilots Call on Senators to Denounce Closures--------------------------------------------------------The US Airline Pilots Association (USAPA), representing the pilotsof US Airways, called on both candidates for the U.S. Senate seatin Massachusetts to denounce the decision by US Airways to closeits Boston crew base on May 2, 2010.

As USAPA has stated, it believes closing this base will have adetrimental impact on passengers, employees, New England taxpayersand the state's economy due to the loss of hundreds of jobs andassociated tax revenue.

"Closing the Boston crew base will have a profoundly negativeeffect on thousands of pilots, flight attendants, mechanics andramp workers who live in the Boston area," said USAPA PresidentMike Cleary. "Unless this decision is reversed, hundreds of jobswill be lost in the Boston area, causing substantial harm to aneconomy already burdened in a downturn. US Airways' plannedBoston base closure doesn't serve the passengers, the taxpayers,the New England economy, the employees or the company. We believeit is critical that both Senate candidates show, in the finalweekend of the campaign, that they intend to fight for the peopleof Boston by immediately denouncing the Boston base closure andpledging to fight it if elected."

More information on how to contact US Airways and other Boston andMassachusetts lawmakers can be found at:

Headquartered in Charlotte, N.C., the US Airline PilotsAssociation (USAPA) represents more than 5,000 US Airways pilotsin seven domiciles across the United States. Visit the USAPA Website at www.USAirlinePilots.org

About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,operates more than 3,200 flights per day and serves more than 200communities in the U.S., Canada, Europe, the Middle East, theCaribbean and Latin America. The airline employs more than 33,000aviation professionals worldwide and is a member of the StarAlliance network, which offers its customers more than 17,000daily flights to 916 destinations in 160 countries worldwide. Andfor the eleventh consecutive year, the airline received a DiamondAward for maintenance training excellence from the FederalAviation Administration (FAA) for its Charlotte, North Carolinahub line maintenance facility. For more company information,visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.

VENETIAN MACAU: Bank Debt Trades at 5% Off in Secondary Market--------------------------------------------------------------Participations in a syndicated loan under which Venetian Macau USFinance Co., LLC, is a borrower traded in the secondary market at95.16 cents-on-the-dollar during the week ended Friday, Feb. 5,2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents a drop of0.54 percentage points from the previous week, The Journalrelates. The Company pays 550 basis points above LIBOR to borrowunder the facility. The debt matures on May 25, 2011, and carriesMoody's B3 rating and Standard & Poor's B- rating.

Meanwhile, participations in a syndicated loan under which LasVegas Sands Corp. is a borrower traded in the secondary market at87.31 cents-on-the-dollar during the week ended Friday, Feb. 5,2010, according to data compiled by Loan Pricing Corp. andreported in The Wall Street Journal. This represents a drop of0.77 percentage points from the previous week, The Journalrelates. The Company pays 175 basis points above LIBOR to borrowunder the facility. The debt matures on May 1, 2014, and carriesMoody's B3 rating and Standard & Poor's B- rating.

The syndicated loans are two of the biggest gainers and losersamong 180 widely quoted syndicated loans with five or more bids insecondary trading for the week ended Friday.

The Company also carries 'B-' issuer credit ratings from Standard& Poor's.

VENTAS INC: Moody's Upgrades Rating on Senior Debt From 'Ba1'-------------------------------------------------------------Moody's Investors Service upgraded the rating of Ventas' seniorunsecured debt to Baa3 from Ba1. The ratings outlook is stable.

The upgrade reflects the strength in the REITs balance sheet aftersignificant de-leveraging activity in 2009. By 3Q09, net debt toEBITDA was 4.3X vs. 5.1X in 3Q08. Moody's expects this metric toremain under 5.0X, even as Ventas grows its portfolio. Theupgrade also reflects the REIT's sound liquidity managementthrough the credit crisis, strong fixed charge coverages (2.9X at3Q09), and high quality property portfolio. Moody's also notesthat Ventas has managed its senior living operating assets well asevidenced by its recent increase in earnings guidance for thefourth quarter.

Ventas' credit profile continues to be challenged by its operatorand tenant concentration. The REIT's top three operators by NOIcontribute 77% of total NOI and its top two tenants contribute59%. Moody's expects these concentrations to decrease, butacknowledges this will take time. Ventas also employs highersecured debt levels than its investment grade rated peers. Therating upgrade also reflects Moody's expectation that secured debtas a percentage of gross assets will decrease closer to 15% overthe near-term. Given Ventas' material operator and tenantconcentrations, the REIT's credit metrics need to remain moreconservative than its more diversified peers in order to maintainthe same ratings.

Moody's indicated that upward rating's movement would bepredicated upon a reduction in its top two tenant exposure closerto 25% of NOI, secured debt closer to 10% of gross assets, and netdebt to EBITDA below 4.5X on a consistent basis. The ratingagency also indicated that downward rating's movement could resultif Ventas were to employ a more aggressive capital strategy,demonstrated by a rise in net debt to EBITDA beyond 5.0X andsecured debt beyond existing levels which would most likely bedriven by a large, leveraged strategic acquisition. In addition,any material operating weakness in either of its top two tenantscould also pressure the ratings.

VISTEON CORP: Begins Filing Omnibus Claims Objections-----------------------------------------------------In their first omnibus claims objection, Visteon Corp. and itsunits ask the Court to expunge 70 duplicate proofs of claimthat assert $12,699,261 in the aggregate. The Debtors assertthat if those Claims are not formally expunged or disallowed, thepotential exists for double recoveries by the claimants.

The Debtors also ask the Court to disallow in full 17 EquityClaims, aggregating $10,475. The Debtors aver that disallowanceof the proofs of claim filed on account of equity interests inVisteon Corporation is appropriate because the Equity Claims donot constitute "claims" within the meaning of Section 101(5) ofthe Bankruptcy Code.

VISTEON BANKRUPTCY NEWS provides definitive coverage of allomnibus claims objections, responses by claimants to thoseobjections, and all orders entered by the Court in connection withthe objections.

About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation(NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovativeclimate, interior, electronic and lighting products for vehiclemanufacturers, and also provides a range of products and servicesto aftermarket customers. The company has corporate offices inVan Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,Germany. It has facilities in 27 countries and employs roughly35,500 people. The Company has assets of $4,561,000,000 and debtsof $5,311,000,000 as of March 31, 2009.

Visteon Corp. and its units are parties to numerous purchaseorders with Toledo & Die, Inc., under which Toledo Moldingmanufactures interior and climate controlled parts for theDebtors. The Debtors aver that continued receipt of the ComponentParts are essential to their ongoing operations. Mark M. Billion,Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,Delaware, contends that the Debtors cannot immediately resourceproduction from Toledo Molding and without receipt of theComponent Parts, the Debtors will shut down their manufacturinglines for Ford Motor Company, Chrysler Group LLC, General MotorsCorporation, Nissan North America and Honda North America, causinga default under the purchase orders and accommodation agreementsbetween the Debtors and those customers.

Toledo Molding alleges that the Debtors owes it more than$9.6 million for component parts received prior to the PetitionDate, unpaid tooling invoices, and other commercial claims.Toledo Molding also claims a lien on all tooling in its possessionfor unpaid amounts due related to certain Tooling, and unpaidamounts due for Component Parts manufactured with the Tooling.Significantly, Toledo Molding asserts liens on the Tooling, someof which relates to production that the Debtors will no longercontinue and therefore, release of those Tooling to the Debtors'customers is required of the Debtors under their customeraccommodation agreements.

The Debtors, on the other hand, alleges that they are owedapproximately $1.3 million by Toledo Molding for contractualproductivity givebacks and decreased raw material costs arisingprior to the Petition Date.

The Debtors believe that Toledo Molding is a "distressedsupplier" as contemplated in the Critical Vendors Order enteredby the Bankruptcy Court, authorizing the Debtors to pay certainprepetition claims of critical and financially distressedsuppliers. Mr. Billion asserts that in the event Toledo Moldingis unable to manufacture the Component Parts, the Debtors'production lines will be shut down and the Debtors, in turn, willbe unable to manufacture component parts for their customers.Consequently, the Debtors will suffer not only a loss of revenue,but also be subjected to significant damage claims from theiraffected customers, loss of good will and be in breach of theircustomer accommodation agreements, he points out.

The parties have decided to negotiate a resolution to theirdispute and entered into a settlement agreement, whereby:

-- In exchange, Toledo Molding will release claims against the Debtors.

-- In addition, Toledo Molding will effectuate a setoff of the Debtors' Claim against the Toledo Molding Claim.

Mr. Billion reminds the Court that the Debtors have equityinterest in Toledo Molding. He asserts that failure to enterinto the Settlement, causing Toledo Molding to be unable to renewits financing and potentially closing its doors will not onlycause damages to the Debtors through shutting down theircustomers, but may also substantially decrease equity of ToledoMolding thus decreasing the value of the Debtors' estate.

About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation(NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovativeclimate, interior, electronic and lighting products for vehiclemanufacturers, and also provides a range of products and servicesto aftermarket customers. The company has corporate offices inVan Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,Germany. It has facilities in 27 countries and employs roughly35,500 people. The Company has assets of $4,561,000,000 and debtsof $5,311,000,000 as of March 31, 2009.

The Property leased by the Debtors is comprised of theworkstations and free-standing cubicles that provide open-planoffice space for Visteon employees throughout Visteon's officecomplex that are necessary for the Debtors' operations.

The Lease, which will expire in 2011, requires a monthly paymentof $194,000, for which the Debtors have not paid since thePetition Date. The aggregate amount of payments remaining underthe Lease, including missed payments since the Petition Date,equal $5.4 million, Laura Davis Jones, Esq., at Pachulski StangZiehl & Jones LLP, in Wilmington, Delaware, tells the Court.

"Replacing the Property would be prohibitively expensive, likelycosting in excess of $5 million, as well as disruptive toVisteon's business, hindering Visteon's reorganization efforts,"Ms. Jones notes.

Accordingly, the Debtors and Siemens have reached an agreementunder which Siemens will sell, and the Debtors will purchase theProperty, for $2.5 million pursuant to Section 363(b)(1) of theBankruptcy Code. The Settlement Agreement also provides forSiemens' waiver and release of all prepetition, administrativeexpense and lease rejection claims and the Debtors' waiver andrelease of any claims they may have against Siemens relating tothe Lease, including avoidance actions under Chapter 5 of theBankruptcy Code.

Ms. Jones specifies that the Debtors paid three monthly Leasepayments, totaling $387,000, to Siemens within the 90-day periodprior to the Petition Date. Hence, Siemens may have sufficientdefenses to greatly reduce or eliminate potential recovery on anyavoidance actions.

Through the rejection of the Lease and purchase of the Property,the Debtors will own the Property rather than lease, Ms. Jonespoints out. This will allow the Debtors, she notes, to retainthe Property beyond the expiration of the Lease. Moreover, as aresult, the Debtors will save approximately $2.9 million andavoid the disruption and prohibitive costs of replacing theProperty, Ms. Jones avers.

Siemens's waiver constitutes release of all claims against theDebtors, including significant administrative claims and leaserejection claims. "The $2.9 million savings [that the Debtors]will realize from this transaction more than compensates for itsrelease of potential avoidance actions," Ms. Jones asserts. "Thetransaction avoids the costs associated with litigation andrepresents a reasonable compromise."

About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation(NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovativeclimate, interior, electronic and lighting products for vehiclemanufacturers, and also provides a range of products and servicesto aftermarket customers. The company has corporate offices inVan Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,Germany. It has facilities in 27 countries and employs roughly35,500 people. The Company has assets of $4,561,000,000 and debtsof $5,311,000,000 as of March 31, 2009.

VISTEON CORP: Wins OK to Hire Deloitte as Tax Advisor-----------------------------------------------------Visteon Corp. and its units obtained approval to employ DeloitteTax LLP as their tax advisor effective as of December 5,2009.

No parties filed objections to the Application.

The Debtors maintain that they are in need of internationalassignment tax and compensation administration services andrelated tax advisory assistance from Deloitte and its affiliatesor its related entities outside of the United States, with whomit will coordinate services, in connection with the deployment ofthe Debtors' employees on international assignments.

As the Debtors' tax advisors, Deloitte Tax will:

(a) prepare the U.S. Federal and state income tax returns for eligible Assignees or of foreign income tax returns, tax equalization calculations, and other miscellaneous tax compliance services;

The Debtors also intend to reimburse Deloitte Tax for reasonableout-of-pocket expenses.

The Debtors relate that as of December 5, 2009, Deloitte Taxholds approximately $50,600 of prepaid amounts from them inadvance of administrative expenses.

Douglas Krizanic, a partner of Deloitte Tax, assures the Courtthat his firm is a "disinterested person" as that term is definedunder Section 101(14) of the Bankruptcy Code.

About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation(NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovativeclimate, interior, electronic and lighting products for vehiclemanufacturers, and also provides a range of products and servicesto aftermarket customers. The company has corporate offices inVan Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,Germany. It has facilities in 27 countries and employs roughly35,500 people. The Company has assets of $4,561,000,000 and debtsof $5,311,000,000 as of March 31, 2009.

VISTEON CORP: Wants Pensioners Off Creditors Committee------------------------------------------------------Law360 reports that Visteon Corp. has asked a bankruptcy judge toreconsider an earlier order requiring the U.S. trustee to appointpension plan participants to its creditors committee, sayingpensioners have no direct claims against the company.

Headquartered in Van Buren Township, Michigan, Visteon Corporation(NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovativeclimate, interior, electronic and lighting products for vehiclemanufacturers, and also provides a range of products and servicesto aftermarket customers. The company has corporate offices inVan Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,Germany. It has facilities in 27 countries and employs roughly35,500 people. The Company has assets of $4,561,000,000 and debtsof $5,311,000,000 as of March 31, 2009.

WENDELL NORBY: Files for Chapter 11 Bankruptcy in Oregon--------------------------------------------------------Nathan Halverson at The Press Democrat reports that WendellNordby III filed Chapter 11 bankruptcy in U.S. Bankruptcy Court inSanta Rosa, attempting to reorganize $52.5 million in debts andliabilities while retaining $1.6 million in assets.

Mr. Norby said slowdown in business at Norby Construction coupledwith a drop in the value of his other development projects forcedhim to seek for protection, Mr. Halverson notes.

Mr. Nordby is trying to dissolve all of his $32 million inpersonal guarantees. At least one loan he guaranteed is indefault -- a $750,000 line of credit loan from Wells Fargo to apartnership called DDB LLC. The bank sued Mr. Nordby and hispartners in Sonoma County Superior Court last May, attempting toforce them to make good on their promise to cover the loan, Mr.Halverson relates.

Mr Halverson says Mr. Nordby has proposed a restructuring plan tohis creditors, who will have until March 12 to vote on it.

Michael Fallon represents Mr. Nordby.

Wendell Norby is chief executive of Norby Construction, a generalcontractor in the North Bay.

WEST CORP: Bank Debt Trades at Less Than 1% Off-----------------------------------------------Participations in a syndicated loan under which West Corporationis a borrower traded in the secondary market at 99.38 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents an increase of 0.68 percentagepoints from the previous week, The Journal relates. The Companypays 387 basis points above LIBOR to borrow under the loanfacility, which matures on July 1, 2016. The bank debt carriesMoody's B1 rating while not rated by Standard & Poor's. Thesyndicated loan is one of the biggest gainers and losers among 180widely quoted syndicated loans with five or more bids in secondarytrading for the week ended Friday.

The Troubled Company Reporter on Oct. 9, 2009, said that Moody'sdoes not expect to take any immediate rating action following WestCorporation's announcement that it has filed for an initial publicoffering of its common stock. West indicated in its Form S-1filing that it intends to use part of the net proceeds from theoffering to repay or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, atwhich time Moody's lowered the senior secured credit facilityrating to B1 from Ba3 while affirming all other credit andliquidity ratings.

Based in Omaha, Nebraska, West Corporation is a leading providerof business process outsourcing services. West has a B2 CorporateFamily Rating and a stable rating outlook.

WESTERN REFINING: Bank Debt Trades at 7% Off in Secondary Market----------------------------------------------------------------Participations in a syndicated loan under which Western Refining,Inc., is a borrower traded in the secondary market at 93.03 cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 0.90percentage points from the previous week, The Journal relates.The Company pays 600 basis points above LIBOR to borrow under thefacility. The debt matures on May 31, 2014, and carries Moody'sB3 rating and Standard & Poor's BB- rating. The syndicated loanis one of the biggest gainers and losers among 180 widely quotedsyndicated loans with five or more bids in secondary trading forthe week ended Friday.

Western Refining, Inc., headquartered in El Paso, Texas, is anindependent refining and marketing company. Western owns andoperates a 128,000-barrel per day low complexity light sweetrefinery at El Paso, Texas, a medium sized relatively complexcoking refinery at Yorktown, Virginia, and two very small lightsweet crude oil refineries in the Four Corners region of NewMexico.

WINDSTREAM CORP: S&P Downgrades Corporate Credit Rating to "BB-"----------------------------------------------------------------Standard & Poor's Ratings Services said it lowered its ratings onLittle Rock, Arkansas-based Windstream Corp., including thecorporate credit rating, which S&P lowered to "BB-" from "BB". Atthe same time, S&P removed all ratings on Windstream fromCreditWatch with negative implications, where they had been placedon Nov. 24, 2009, following the announcement that the company hadentered into a definitive agreement to acquire IowaTelecommunications Services (B+/Stable/--) in a transaction valuedat $1.1 billion. The outlook is stable.

At the same time, S&P lowered the issue-level ratings to "BB+"from "BBB-" on these issues:

* Windstream's $2.9 billion senior secured credit facility;

* Valor Telecommunications Enterprises' $400 million notes due 2015;

* Windstream Holdings of the Midwest Inc.'s $100 million notes due 2028; and

The recovery rating on these issues remains unchanged at "1",which indicates very high (90%-100%) expectations for recovery inthe event of payment default.

S&P also lowered the issue-level rating on Windstream's seniorunsecured debt to "B+" from "BB-" and left the recovery rating at"5", which indicates expectations for modest (10%-30%) recovery inthe event of payment default.

"The rating action reflects S&P's view that access-line losses andslower digital subscriber line growth will pressure revenue andcash flow," said Standard & Poor's credit analyst Allyn Arden,"making it unlikely Windstream will be able to achieve creditmeasures that are appropriate for the previous "BB" rating,including leverage in the low-3x area." Pro forma debt to EBITDAis about 3.8x, although potential operating synergies from recentacquisitions could result in modest leverage reduction. 'still,"added Mr. Arden, "longer term improvement key credit metrics willbe challenging, given the secular decline of the wireline industryand the company's aggressive financial policy."

WITSOP-1 LLC: Files for Chapter 11 Bankruptcy to Avert Foreclosure----------------------------------------------------------------Boston Business Journal, citing a report from the Patriot Ledger,says Witsop-1 LLC filed for Chapter 11 bankruptcy protection toavert foreclosure. Citizens Bank sought to foreclose on VillageSquare because the company violated a loan covenant. Two relatedprojects planned on an adjacent site are not expected to beaffected by the bankruptcy.

Witsop-1 LLC owns the Village Square shopping center on Route 53.

W.R. GRACE: Closing Arguments Heard, Interest Rate Debate Remains-----------------------------------------------------------------Judge Judith Fitzgerald of the U.S. Bankruptcy Court for theSouthern District of New York convened a hearing on January 25,2010, to hear closing arguments regarding the Plan ofReorganization proposed by W.R. Grace & Co. and its debtoraffiliates, the Official Committee of Equity Security Holders, theOfficial Committee of Asbestos Personal Injury Claimants and theofficial.

During the hearing, a debate on how much interest is due toGrace's loans when it emerges from bankruptcy, Peg Brickley at DowJones Daily Bankruptcy Review reported.

According to DBR, Grace argues that investors who bought$500 million in bank loans should be paid about $350 million ininterest, in addition to payment in full on the principal. Gracesays the bank loan interest rate was determined in a series ofdeals, including the multi-billion-dollar global settlement ofasbestos damage claims that cleared the way for it to get out ofChapter 11. The settlement allows shareholders to hang on totheir stock, which was trading for $25 per share Monday.

DBR said investors in Grace's bank debt point out the company ishealthy enough to pay the default rate of interest on loans,honoring the bargain it entered into when it borrowed the money.The holders of Grace bank loan, according to DBR, want nearly$100 million more than Grace is offering, and contend Grace shouldnot be allowed out of bankruptcy until it pays them. DBR relatesthat lenders argue Grace's market capitalization stands as proofthe Debtor is solvent, and its Chapter 11 case is not like mostcases, which pay creditors pennies on the dollar of debt,"especially these days," said bank attorney Ken Pasquale, Esq., atStroock & Stroock & Lavan.

DBR said the bank loans at issue predate Grace's April 2001Chapter 11 filing. DBR notes that the argument marked the end ofmonths of confirmation hearings at which Grace is seekingpermission to put its reorganization plan in place and emerge frombankruptcy.

"The default rate is rarely applied. It is applied in very, veryhighly unusual cases," Judge Fitzgerald commented at the hearing,DBR reports.

Grace's plan provides for the establishment of a $2.9 billiontrust to cover asbestos liabilities.

David Bernick, Esq., at Kirkland & Ellis, on Grace's behalf, saidasbestos creditors and shareholders all gave up something in thecompromise that led to the Chapter 11 plan, and that it would onlybe fair for bank debt holders to be on the same footing as others.

Her Majesty the Queen in Right of Canada contends that theDebtors' Chapter 11 Plan of Reorganization is not confirmable.

According to Jacqueline Dais-Visca, Esq., senior counsel at theOntario Regional Office in Canada, the Debtors and therepresentative counsel for the Companies' Creditors ArrangementAct executed the 2009 Restated Settlement, to which the Crown isnot a party, as of November 16, 2009.

While the 2009 Restated Settlement purports to release Grace fromall liability for claims asserted by parties asserting claimsrelating to Zonolite Attic Insulation manufactured by W.R. Grace &Co. in Canada, it also allows the CDN ZAI Personal Injuryclaimants to pursue the Crown "not just for any alleged severalliability of the Crown but also for all joint liability alleged tobe shared with Grace and channels the Crown's claim over forcontribution or indemnity to the Asbestos PI Trust Fund," Ms.Dais-Visca relates.

"The compromise and settlement memorialized in the 2009 RestatedZAI Settlement is the product of collusion . . . to shiftliability for Grace's joint liability onto the Crown and todeprive the Crown of the meaningful opportunity to activelyparticipate in the US bankruptcy proceedings so as to limit theCrown's exposure to ZAI and other asbestos related claims arisingfrom Grace's activities in Canada," Ms. Dais-Visca emphasizes.

The 2009 Restated ZAI Settlement is an undisguised attempt totransform the Crown, a tort action co-defendant, into a guarantoror insurer for the liability of Grace in respect of ZAI, she adds.

In response, the Plan Proponents consisting of the Debtors, theOfficial Committee of Asbestos Personal Injury Claimants and theOfficial Committee of Equity Security Holders contend that theobjection of Her Majesty the Queen in Right of Canada to theconfirmation of the Debtors' Chapter 11 Plan of Reorganization"lack merit and should be overruled."

To recall, the Crown alleged that the Debtors and therepresentative counsel for the Companies' Creditors ArrangementAct restated the original CDN Minutes of Settlement of the claimsrelating to the Canadian Zonolite Attic Insulations onNovember 16, 2009, without including the Crown as a party.

According to David M. Bernick, Esq., at Kirkland & Ellis LLP, inNew York, when it became clear that the confirmation of the Planwas not feasible by October 31, 2009, Grace and the CCAARepresentative Counsel engaged in discussions, but were unable toreach an agreement, on an extension of the deadline in theOriginal Settlement. As a result, the Original Settlementexpired, rendering it null and void.

Pursuant to continued discussions, however, Grace and the CCAARepresentative Counsel executed the Amended Settlement. The keydifferences between the Amended Settlement and the OriginalSettlement are:

(1) Grace increased its contribution to the CDN ZAI Property Damage Claims Fund and the new date by which the Amended Settlement would expire in the absence of a Confirmation Order was set at December 31, 2010.

(2) Consistent with the Original Settlement, the Amended Settlement continues to prohibit CDN ZAI PD Claimants from pursuing CDN ZAI PD Claims against the Crown if those Claims will result in a claim for contribution, indemnity or otherwise by the Crown against Grace. However, CDN ZAI Personal Injury Claimants are now permitted to pursue CDN ZAI PI Claims against the Crown provided that any subsequent claims by the Crown for contribution, indemnity or otherwise against Grace and its affiliates and predecessors are channeled to the Asbestos Personal Injury Trust.

(3) Grace consents to, and supports, the application by the CCAA Representative Counsel for their appointment as special counsel for CDN ZAI Claimants in the U.S. Chapter 11 cases retroactively to September 1, 2008, and going forward to the date of the Confirmation Order. As a result, the Representative Counsel will be entitled to apply to have Grace pay their legal fees for this period. There was no similar provision in the Original Settlement.

While the Crown is disappointed that the Original Settlement'sgratuitous treatment -- bestowing on it the windfall protectionfrom CDN ZAI PI Claims -- no longer exists in the AmendedSettlement, "that disappointment has nothing to do with whetherthe Amended Settlement can and should be approved," Mr. Bernickcontends.

The Crown's allegation that the Amended Settlement is the "productof collusion on behalf of the Debtors and CCAA RepresentativeCounsel" is completely false, because both the Original Settlementand the Amended Settlement were negotiated at arm's length.

"The Crown contributed nothing under the Original Settlement -- itwas merely a third part beneficiary of that agreement. Moreover,it was always clear that the Original Settlement was dependentupon the Joint Plan being confirmed by October 31, 2009. Afterthat date passed, the Debtors could not guarantee that the Crownwould receive the same treatment that was contemplated under theOriginal Settlement," Mr. Bernick states.

In addition, the Crown simply states that CDN ZAI PD Claimants arenot treated "fairly and equitably," but is absolutely silent onthe vast differences between Canadian law and U.S. law withrespect to asbestos PD claims, Mr. Bernick notes.

Mr. Bernick further argues that under the Plan, the Crown's claimsare properly classified as Class 6 claims since they areIndirect PI Trust Claims, which means that they are contributionand indemnity claims on account of asbestos PI claims in Canada.

Mr. Bernick also points out that the Crown has filed a lateobjection to the Plan.

(i) the confirmation of the Joint Plan of Reorganization and all Plan-related documents; and

(ii) the Debtors' or Grace Personal Injury Committees' motions or applications pending in the Debtors' cases, including any appeals.

The Allianz Companies also notified Judge Fitzgerald thatFireman's Fund Insurance Company has withdrawn its request to liftthe automatic stay to allow completion of the Debtors' appeal fromthe judgment relating to the action styled W.R. Grace & Co. v.Clifton Aaron Edwards, et al., litigated at the Texas Court ofAppeals of the 6th District. As previously reported, Fireman'sFund asserted a claim pursuant to an Indemnity Agreement arisingfrom a $43-million bond it issued on Grace's behalf in connectionwith its appeal of a judgment awarded in favor of plaintiffs AaronC. Edwards, James T. Beam, Edward E. Storey, John M. Thomas, andSheila Martin.

The Allianz Companies consent to the assignment of AsbestosInsurance Rights as provided in the Asbestos Insurance TransferAgreement, as defined in the Plan, John D. Demmy, Esq., at Stevens& Lee. P.C., in Wilmington, Delaware, said.

W.R. Grace and its debtor affiliates, with the support of theOfficial Committee of Asbestos Personal Injury Claimants, theAsbestos PI Future Claimants' Representative and the OfficialCommittee of Equity Security Holders, have submitted a proposedChapter 11 plan of reorganization. The Chapter 11 plan is builtaround an April 2008 settlement for all present and futureasbestos personal injury claims, and a subsequent settlement forasbestos property damage claims. The Plan confirmation hearingwrapped up on January 25.

* Sales were $678.3 million compared with $768.4 million in the prior year quarter, a decrease of 11.7% including the effects of the deconsolidation of the Advanced Refining Technologies (ART) joint venture.

* Gross profit percentage increased to 36.6% from 27.2% in the prior year quarter and 34.8% in the third quarter of 2009.

* Core EBIT grew to $76.4 million, an increase of 61.5% compared with the prior year quarter.

* Grace net income was $46.4 million, an increase of 6.9% compared with the prior year quarter.

For the full year:

* Adjusted operating cash flow was $446.5 million, an increase of 14.6% from the prior year.

* Core EBIT return on invested capital increased to 22.3% from 22.1% in the prior year.

"I am proud of our performance in 2009," said Fred Festa, Grace'sChairman, President and Chief Executive Officer. "We acted quicklyin one of the worst operating environments in a generation tobuild a leaner, more profitable company. We aggressively reducedcosts, decreased working capital intensity, and realigned ourproduct portfolio to increase gross profit margin and return oninvested capital in sustainable ways. Our performance reflectsthe quality of our products, the strength of our customerrelationships and the engagement of all of our employees. Graceis well positioned for the opportunities and challenges of 2010."

Fourth Quarter 2009 Results

Sales for the fourth quarter were $678.3 million compared with$768.4 million in the prior year quarter, an 11.7% decrease.The sales decrease was due to lower sales volumes (9.0%), thepreviously announced deconsolidation of the Advanced RefiningTechnologies (ART) joint venture (5.0%), and lower cost of metalspassed through to customers (2.5%), partly offset by favorablecurrency translation (3.5%) and price increases (1.3%). Saleswere down 26.8% in North America, 3.1% in Europe, and 9.7% inAsia, and up 11.4% in Latin America.

Gross profit percentage for the fourth quarter was 36.6% comparedwith 27.2% in the prior year quarter and 34.8% in the thirdquarter of 2009. The improvement in gross profit percentage isdue to a decrease in certain raw materials and energy costs sincetheir peak in the fourth quarter of 2008, lower factory overheadexpenses resulting primarily from restructuring activities, andprice increases primarily implemented during the fourth quarter of2008. Grace experienced increasing costs for certain rawmaterials during the fourth quarter though raw materials andenergy costs remained below prior year levels.

Core EBIT was $76.4 million in the fourth quarter, compared with$47.3 million in the prior year quarter, a 61.5% increase. Theunfavorable effect of lower sales was more than offset by the9.4 percentage point improvement in gross profit percentage fromthe prior year quarter. Core EBIT for the fourth quarter included$11.7 million of gains related to the sale of a product line, thesale of a 5% interest in ART and the required revaluation ofGrace's remaining investment in ART, partly offset by $6.5 millionof restructuring expenses and related asset impairments. CoreEBIT margin was 11.3% compared with 6.2% in the prior yearquarter.

Net income attributable to Grace (Grace net income) for the fourthquarter was $46.4 million, or $0.63 per diluted share, comparedwith $43.4 million, or $0.60 per diluted share, in the prior yearquarter. Both the fourth quarter and the prior year quarter werenegatively affected by Chapter 11 expenses and other matters notrelated to core operations. Both quarters benefited from thefavorable resolution of noncore tax matters, resulting in a nettax benefit of $5.5 million in the 2009 fourth quarter and a nettax benefit of $34.6 million in the prior year quarter. ExcludingChapter 11 expenses, the loss on non-core activities, and non-coretax items, Grace net income would have been $46.5 million for thefourth quarter compared with $25.4 million calculated on the samebasis for the prior year quarter, an 83.1% increase.

Full Year 2009 Results

Sales for the year ended December 31, 2009 were $2,825 millioncompared with $3,317 million for the prior year, a 14.8% decrease.The sales decrease was due to lower sales volumes (10.2%),unfavorable currency translation (3.7%), lower cost of metalspassed through to customers (3.1%), and the deconsolidation of theART joint venture (1.2%), partly offset by price increases (3.4%).

Gross profit percentage for the year was 32.7% compared with 29.7%in the prior year. The improvement in gross profit percentage wasdue to price increases primarily implemented in the second half of2008, a decrease in raw materials and energy costs since theirpeak in the fourth quarter of 2008, and lower factory overheadexpenses resulting primarily from restructuring activities.

Core EBIT for the year was $255.3 million, down 14.8% from theprior year, primarily due to lower sales volumes, unfavorablecurrency translation, and higher pension expenses, partly offsetby an increase in gross profit percentage and lower selling,general and administrative expenses. Restructuring expenses andrelated asset impairments of $32.4 million for the year wereoffset by gains related to three product line sales and the ARTtransaction of $33.9 million. Core EBIT margin was 9.0%, equal tothe prior year level.

Grace net income for the year ended December 31, 2009, was$71.2 million, or $0.98 per diluted share, compared with Grace netincome of $121.5 million, or $1.68 per diluted share, for theprior year.

Adjusted operating cash flow was $446.5 million for the year endedDecember 31, 2009, compared with $389.5 million in the prior year,a 14.6% increase. The increase in adjusted operating cashflow was primarily due to improvements in working capital andlower capital expenditures, partially offset by the impact oflower Core EBIT. Net working capital decreased by 27 days during2009, including a reduction of 13 days of inventory and anincrease of 13 days of accounts payable.

CORE OPERATIONS

Grace Davison

Fourth quarter sales for the Grace Davison operating segment,which includes specialty catalysts and materials used in a widerange of industrial applications, were $460.8 million, down 9.1%from the prior year quarter. The sales decrease was due to thedeconsolidation of the ART joint venture (7.6%), lower salesvolumes (3.7%), and lower cost of metals passed through tocustomers (3.7%), partly offset by favorable currency translation(3.9%) and price increases (2.0%).

Sales of this operating segment are reported by product group:

* Refining Technologies -- sales of catalysts and chemical additives used by petroleum refineries were $200.6 million in the fourth quarter, down 26.0% from the prior year quarter. Fourth quarter sales in this product group were unfavorably affected by the deconsolidation of the ART joint venture, lower sales volumes, and a decrease in the cost of molybdenum passed through to hydroprocessing customers, partly offset by improved pricing in fluid catalytic cracking (FCC) catalysts and additives and favorable currency translation. Reported sales of this product group include $17.8 million related to the ART joint venture in the 2009 fourth quarter and $77.3 million in the prior year quarter.

* Materials Technologies -- sales of engineered materials, coatings and sealants used in numerous industrial, consumer and packaging applications were $160.8 million in the fourth quarter, up 9.8% from the prior year quarter. Fourth quarter sales in this product group were favorably affected by currency translation, improved customer demand and higher selling prices.

* Specialty Technologies -- sales of highly specialized catalysts and materials used in unique or proprietary applications and markets were $99.4 million in the fourth quarter, up 11.2% from the prior year quarter. Fourth quarter sales in this product group were favorably affected by higher customer demand for polyolefin catalysts and by currency translation.

Segment operating income of Grace Davison for the fourth quarterwas $97.0 million compared with $50.8 million in the prior yearquarter, a 90.9% increase. The favorable effects of raw materialsand energy cost reductions, operational efficiencies, and improvedpricing more than offset the unfavorable effects of lower salesvolumes. Gross profit percentage was 37.1% compared with 24.4% inthe prior year quarter and 33.6% in the third quarter of 2009.Segment operating margin was 21.1% compared with 10.0% in theprior year quarter.

On November 30, 2009, Grace completed the sale of a 5% interest inART, a joint venture with Chevron Products Company. Grace reducedits 55% interest to 50% to achieve a balanced ownership structurewith Chevron. Grace deconsolidated ART's results from itsconsolidated financial statements on a prospective basis effectiveDecember 1, 2009. Previously, Grace reported 100% of ART's salesand 55% of ART's income, with 45% of ART's income reported asincome attributable to non-controlling interests. EffectiveDecember 1, 2009, Grace is reporting its investment in ART and itsportion of ART's income and dividends using the equity method ofaccounting. Grace recorded a gain of $4.8 million from the saleof its 5% interest in ART and the required revaluation of itsremaining investment in ART.

Sales of the Grace Davison operating segment for the year endedDecember 31, 2009, were $1,935.4 million, down 10.8% compared withthe prior year. Segment operating income for the year endingDecember 31, 2009 was $331.3 million, a 19.1% increase comparedwith the prior year. Segment operating margin was 17.1% comparedwith 12.8% for the prior year. These results reflect thefavorable effects of price increases, lower raw materials andenergy costs, gains related to the sale of a product line and theART transaction, and lower operating expenses, partly offset bythe unfavorable effects of lower sales volume, the sale in thefirst quarter of 2009 of high-cost inventories produced in thefourth quarter of 2008, and currency translation.

Grace Construction Products

Fourth quarter sales for the Grace Construction Products operatingsegment, which includes specialty chemicals and building materialsused in commercial, infrastructure and residential construction,were $217.5 million, down 16.8% from the prior year quarter. Thesales decrease was due to lower sales volumes (18.5%) and prices(0.7%), partly offset by favorable currency translation (2.4%).

Sales of this operating segment are reported by geographic regionas:

* Americas -- sales of products to customers in the Americas were $107.2 million in the fourth quarter, down 20.4% from the prior year quarter, primarily due to lower customer demand in North America. In Latin America, price increases and favorable currency translation resulted in an 18.1% sales increase from the prior year quarter.

* Europe -- sales of products to customers in Eastern and Western Europe, the Middle East, Africa and India were $74.5 million in the fourth quarter, down 17.2% from the prior year quarter. Unfavorable market conditions resulted in significantly lower sales volumes across the region, except in India and some Middle Eastern and African markets.

* Asia -- sales of products to customers in Asia (excluding India), Australia, and New Zealand were $35.8 million in the fourth quarter, down 2.5% from the prior year quarter. Revenues were unfavorably affected by lower sales volumes.

The sharp decline in the U.S. construction market abated inthe second half of 2009, although activity remains weak.Commercial construction starts in the U.S. in the fourth quarterwere down approximately 40% from the prior year quarter.Commercial construction activity in Europe and the Middle Eastcontinued to decline in the fourth quarter but at more moderaterates. Unfavorable credit conditions continue to delay commercialconstruction starts.

Segment operating income of Grace Construction Products for thefourth quarter was $22.7 million compared with $27.7 million forthe prior year quarter, an 18.1% decrease.

The unfavorable effects of lower volumes more than offset thefavorable effect of lower raw materials costs and operatingexpenses. Gross profit percentage was 36.0% compared with 32.9%in the prior year quarter and 37.9% in the third quarter of 2009.Segment operating margin in the fourth quarter was 10.4% comparedwith 10.6% in the prior year quarter.

In December 2009, Grace completed the sale of its Serviwrap PipeCorrosion Protection product line, a non-strategic component ofGrace Construction Products' Specialty Building Materialsbusiness, to a strategic buyer, and recorded a gain on the sale of$6.9 million. The Serviwrap product line includes tapes used towrap joints for water, oil and gas pipelines both onshore andoffshore. Sales of this product line account for significantlyless than 1% of Grace's 2009 sales. Grace Construction Productsrecognized restructuring expenses and related asset impairments of$5.8 million for severance and other costs related to theannounced closure of the manufacturing facility where Serviwrapproducts were made.

Sales of the Grace Construction Products operating segment for theyear ended December 31, 2009, were $889.6 million, down 22.5%compared with the prior year. Segment operating income for theyear ended December 31, 2009 was $106.4 million compared with$148.3 million for the prior year, a 28.3% decrease. Segmentoperating margins were 12.0% for the year compared with 12.9% forthe prior year, reflecting continued weakness in the globalconstruction market. These results include the gains on the saleof two product lines in 2009 and the restructuring following thesale of the Serviwrap product line.

Corporate Costs

Corporate support function costs decreased by 8.6% in the fourthquarter compared with the prior year quarter due primarily tosavings from the restructuring actions completed in 2009 and othercost reduction efforts. Performance related compensation andother corporate costs increased in the fourth quarter comparedwith the prior year quarter primarily due to higher incentivecompensation expenses and higher legal costs.

Corporate support function costs decreased 7.3% for the year endedDecember 31, 2009, compared with the prior year due primarily tosavings from the restructuring actions completed in 2009 and othercost reduction efforts. Performance-related compensation andother corporate costs increased for the year ended December 31,2009, over the prior year primarily due to higher incentivecompensation expenses and higher legal costs.

Pension Expense

Pension expense related to core operations for the fourth quarterwas $17.5 million compared with $11.5 million for the prior yearquarter, a 52.2% increase. Pension expense related to coreoperations for the year ended December 31, 2009, was$68.9 million compared with $45.6 million in the prior year, anincrease of 51.1%. The increase in costs is primarilyattributable to the decline in plan asset values in 2008.

Restructuring Actions

In the year ended December 31, 2009, Grace recognized$32.4 million of restructuring expenses and related assetimpairments related to cost reduction and restructuring programsimplemented in its core operations, and $1.0 million ofrestructuring expenses related to its noncore activities. Ofthese amounts, $26.6 million relate to corporate-initiatedprograms and are included in corporate restructuring expenses inthe consolidated analysis of core operations, and $5.8 millionrelate to programs initiated by an operating segment and areincluded in segment operating income.